/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120927.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 27, 2012, Vol. 16, No. 269 Headlines 1717 MARKET: Court Approves Appointment of Barry Worth as Examiner 1717 MARKET: Examiner Hires David Sosne and SCW as Counsel 1220 SOUTH OCEAN: Status Conference Set for Oct. 4 211 WAUKEGAN: Owner's Wife Expenses Not "Capital Contributions" 480 BUNNELL: Case Summary & 11 Largest Unsecured Creditors AFA FOODS: Court Nixes Portions of Counterclaims Against GOPAC AK STEEL: Moody's Reviews 'B1' CFR/PDR for Downgrade ALLBRITTON COMMUNICATIONS: S&P Ups CCR to 'B+' on Debt Reduction AMERICAN ARCHITECTURAL: Univest Objects to Continued Use of Cash AMERICAN AIRLINES: Ready to Resume Contract Talks, Pilots Say ATLAS PIPELINE: S&P Rates $300 Million Senior Unsecured Notes 'B' ATRIUM COS: S&P Cuts Corp. Credit Rating to 'CCC+'; CCR on Watch ATTACK PROPERTIES: District Court Affirms Case Dismissal BANKS HOLDING: Court Dismisses Chapter 11 Case BATH BRIDGEWATER: Court Requires Evidence on Bank Deficiency Claim BIOZONE PHARMACEUTICALS: Ends Nian Wu Patent License BMB MUNAI: Board to Effect Second Cash Distribution BONTEN MEDIA: S&P Cuts Corp. Credit Rating to 'CCC' on Refinancing BRANDYWINE REALTY: Fitch Rates $600-Mil. Sr. Unsecured Loans 'BB+' BTA BANK: Kazakhstan Proceeding Granted Recognition in U.S. Courts BURGER KING: Moody's Rates Sr. Secured Credit Facilities 'Ba3' CAMTECH PRECISION: Avstar Proposes to Use Regions Cash Collateral CANYONS AT DEBUQUE: Administrative Claims Bar Date Set for Oct. 16 CASELLA WASTE: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg CAPITOL BANCORP: Seeks Approval of Letter Agreements With ValStone CAVALIER HOTEL: Has Interim Access to Cash Collateral CAVALIER HOTEL: Wants to Employ Nicholas Bangos as Counsel CENTERPLATE INC: S&P Affirms 'B' Corporate Credit Rating CHATSWORTH INDUSTRIAL: To Report on Plan Payments Nov. 1 CIRCUS AND ELDORADO: Owner Seeks to Block Rival Chapter 11 Plans CNO FINANCIAL: Fitch Rates $275-Mil. Senior Secured Note 'BB' COMMUNITY HOME: Plan Filing Exclusivity Extended to Jan. 31 CONTEC HOLDINGS: Can Hire Moelis, Ropes & Gray and AP Services COPYTELE INC: Lewis Titterton Discloses 5.3% Equity Stake CROWNROCK LP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos CUSTER ROAD: Settles Objection Ahead of Today's Plan Hearing DELPHI CORP: Moody's Affirms 'Ba1' CFR/PDR; Outlook Stable DEL MONTE: Fitch Affirms Junk Rating on $1.3-Bil. Unsecured Notes DEWEY & LEBOEUF: Jones Day to Seek Fees in Dodgers Case DEWEY & LEBOEUF: Court Extends Plan Filing Period to Dec. 31 DICKINSON THEATRES: Case Summary & 20 Largest Unsecured Creditors DIGITAL DOMAIN: Court Approves $37MM Asset Sale to Joint Venture DIGITAL DOMAIN: City Wants to Recover Property DIGITAL REALTY: Fitch Holds Low-B Rating on 2 Pref. Stock Classes DOWNTOWN DENNIS: Case Summary & 17 Largest Unsecured Creditors EDISON MISSION: $90-Mil. Charge Due to Homer City Plant ELAN CORP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable EME HOMER: Expects to Record $170 Million Charge in Q3 EMMONS-SHEEPSHEAD: Sec. 341 Creditors Meeting Reset to Oct. 11 EMMONS-SHEEPSHEAD: Hiring Robinson Brog as Counsel EVANS OIL: Has Access to Cash Collateral Until Sept. 28 FIBERTOWER NETWORK: Gets Final Approval to Access Cash Collateral FIELD FAMILY: Section 341(a) Meeting Scheduled for Oct. 23 FOCUS GRAPHITE: Cease Trade Order Issued After Lac Knife Report FORESIGHT ENERGY: Moody's Upgrades CFR to 'B2'; Outlook Stable GENERIC DRUG: Moody's Affirms 'B2' CFR; Rates New Term Loan 'B1' GK GUZMAN: Case Summary & 20 Largest Unsecured Creditors GOOD HOME: Case Summary & 5 Unsecured Creditors GRAY TELEVISION: To Repurchase $225MM of 10.5% Sr. Lien Notes GRAY TELEVISION: S&P Hikes Rating on Sr. Secured Term Loan to 'B+' GWR OPERATING: Moody's Affirms 'Caa1' Corp. Family Rating HAMPTON ROADS: Former Eastern Bank CEO Appointed to Board HAMPTON ROADS: Consummates Sale of Bank Deposits to BNC Bancorp HDD ROTARY: Lawsuit Over Ownership of PTech+ Goes to Trial HEALTHWAREHOUSE.COM INC: Eduardo Altamirano Assumes CFO Position HEARTHSTONE HOMES: Judge Approves, But Cuts Committee Lawyers' Fee HERITAGE EQUITY: Involuntary Chapter 11 Case Summary HERTZ CORP: Fitch Withdraws Rating on Various Debts ICEWEB INC: David Lane, et al., to Resell 50-Mil. Common Shares IMAGE TRANSFORM: Case Summary & 20 Largest Unsecured Creditors INNER CITY: Gets 45-Day Extension to File Chapter 11 Plan INTEGRA HEALTHCARE: Court Trims Lawsuit Against SIMBA, LeBlanc INTERPROPERTIES HOLDING: Fitch Holds 'BB-' Rating on $185MM Notes JACUZZI BRANDS: S&P Affirms 'CCC' Corporate Credit Rating JEWISH COMMUNITY CENTER: Case Trustee Can Hire Accountant JEWISH COMMUNITY CENTER: Youngman Appointed as Chapter 11 Trustee JEWISH COMMUNITY CENTER: Case Trustee Hiring Atkins as Appraiser JEWISH COMMUNITY CENTER: Case Trustee Can Hire Forman Holt JHK INVESTMENTS: Can Use Bay City Cash Collateral Through Oct. 10 JHK INVESTMENTS: Schedules Filing Deadline Reset to Sept. 28 JOHN BECK II: Telemarketer Files for Chapter 11 Bankruptcy JIN SUK KIM: Court Approves Stipulation Over Sale of Mall Property KINETEK HOLDINGS: Nidec Acquisition No Impact on Moody's B3 CFR KNIGHT CAPITAL: S. Bisgay Named COO; B. Strauss Promoted to CRO L & L EVERGREEN: Case Summary & 20 Largest Unsecured Creditors L.A. DODGERS: Jones Day to Seek Fees on Behalf of Dewey LADDER CAPITAL: Fitch Rates $325-Mil. Senior Notes 'BB' LAKELAND DEVELOPMENT: Ridgeline to Purchase Santa Fe Springs LANGUAGE LINE: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg LEARNING TRACKS: Case Summary & Largest Unsecured Creditor LIGHTSQUARED INC: Oct. 30 Hearing on LP Lenders' Motion to Sue Set MARY HOLDER: JPMorgan Doesn't Have Superpriority Admin Claim MEGA HOTELS: Case Summary & 20 Largest Unsecured Creditors MINH VU HOANG: Must Turn Over Diamonds Bought With Estate Money MOSS FAMILY: Can Employ Daniel Freeland as Counsel MOSS FAMILY: Wants to Hire Affiliate as Broker to Sell Properties MOSS FAMILY: Files Schedules of Assets and Liabilities MOUNTAIN COUNTRY: U.S. Trustee Appoints 7-Member Committee MOUNTAIN COUNTRY: Panel Wants to Retain Jackson Kelly as Counsel NIGHTINGALE METALS: Case Summary & 7 Unsecured Creditors NORTHEAST ESTATE: Voluntary Chapter 11 Case Summary NORTHSTAR AEROSPACE: Name Changed to NSA (USA) Liquidating MSR RESORT: Judge Sends Luxury Resorts to Nov. 8 Auction NUFARM LTD: Moody's Assigns 'Ba2' Corporate Family Rating OLDE PRAIRIE: CenterPoint Wants Previous Judge to Hear New Case OLDE PRAIRIE: Sec. 341 Creditors' Meeting Set for Oct. 30 PACIFIC MONARCH: Plan Exclusivity Extended to Dec. 31 PATRIOT COAL: Files Schedules of Assets and Liabilities PATRIOT COAL: Hearing on Equity Committee Motion Reset to Oct. 11 PATRIOT COAL: Robbins Umeda Files Class Action Suit PATRIOT COAL: Glancy Binkow Probes Potential Stockholder Claims PATRIOT COAL: Two Execs Hit With Shareholder Class Suit PICK & SAVE: Objections to Employee Claims Overruled PLAINS EXPLORATION: Moody's Rates Senior Secured Term Loan 'Ba1' PLY GEM HOLDINGS: Offering $160 Million of Senior Notes Due 2017 POWERWAVE TECHNOLOGIES: John Kryzanowski Owns 9.7% Equity Stake QM OF BATTLEFIELD: Case Summary & 20 Largest Unsecured Creditors QUAD/GRAPHICS INC: Moody's Rates Sr. Sec. Credit Facilities Ba2 RADIOSHACK CORP: Julian Day Discloses 5.1% Equity Stake RAHWAY HOSPITAL: Moody's Affirms 'Ba3' Bond Rating; Outlook Pos. RATHBUN REALTY: To Liquidate in Chapter 7 RG STEEL: Samuel Seeks Relief from Stay for Set-Off RG STEEL: Seeks Until Dec. 27 to Assume or Reject Unexpired Leases RG STEEL: RG Wheeling Consummates Sale of Warren Ohio Facility RG STEEL: Wants Access to Cash Collateral Until Oct. 31 RIDGE MOUNTAIN: Asks for Jan. 30 Plan Exclusivity Extension RITZ CAMERA: Bankruptcy Court Approves Employee Incentive Plan RITZ CAMERA: Court OKs Key Vendor Agreement with Fujifilm RITZ CAMERA: Ernst & Young Approved as Tax Service Provider RITZ CAMERA: Files Schedules of Assets and Liabilities RITZ CAMERA: Hilco IP OK'd as Exclusive Sales and Marketing Agent ROLLING MEADOWS, TX: Fitch Rates $18.2-Mil. Revenue Bonds 'BB+' SANKO STEAMSHIP: Japanese Proceeding Recognized by U.S. Court SAVERS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable SCHWAB INDUSTRIES: Shareholders Can't Pursue Malpractice Lawsuit SIRIUS INT'L: Fitch Rates $250-Mil. Preference Shares 'BB+' SO CALIF UNIV: Moody's Withdraws 'B1' Rating on Bonds SOLYNDRA LLC: Wins OK to Auction Factory, Headquarters SPRINGLEAF FINANCE: Fortress VP to Assume CFO Position STEPHEN YELVERTON: Marital Support Payments Are Nondischargeable SUPERIOR TOMATO-AVOCADO: Objection to PACA Claim Overruled SUMMERFIELD LLC: Case Summary & 2 Largest Unsecured Creditors SWISHER HYGIENE: Receives NASDAQ Determination Letter TECHNEST HOLDINGS: Acquires DigiPath Solutions for $2.4 Million UNIVAR INC: S&P Affirms 'B+' CCR on Stable Operating Performance VALEANT PHARMA: Moody's Says Upsized Bond Credit Negative VIKING SYSTEMS: 83.6% of Outstanding Common Shares Tendered VISUALANT INC: Expands Leadership with New VP of Biz. Development VM ODELL'S: Grocery Chain Files for Chapter 11 Bankruptcy VM ODELL'S: Voluntary Chapter 11 Case Summary WISP RESORT: Bank's Objection Deadline Extended Anew WYNN RESORTS: Moody's Reviews 'Ba2' CFR/PDR for Upgrade * Recent Small-Dollar & Individual Chapter 11 Filings ********* 1717 MARKET: Court Approves Appointment of Barry Worth as Examiner ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Missouri has approved the U.S. Trustee for Region 13's appointment of Barry Worth of Brown, Smith and Wallace, LLC, as Examiner in the Chapter 11 case of 1717 Market Place, LLC. About 1717 Market Place 1717 Market Place LLC, a grocery-store business, filed for Chapter 11 protection (Bankr. W.D. Mo. Case No. 12-bk-00984) on July 17, 2012, in Springfield, Missouri. The Debtor estimated assets and liabilities of at least $10 million. G&S Holdings LLC owns 98% of the company and the remaining 2% is owned by J. Scott Schaefer and Richard T. Gregg, according to court papers. 1717 Market Place said it is a defendant in a lawsuit brought by Regions Bank in Joplin, Missouri, relating to a promissory note. The bank is seeking the appointment of a receiver. David Schroeder Law Offices, P.C., serves as the Debtor's counsel. 1717 MARKET: Examiner Hires David Sosne and SCW as Counsel ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Missouri authorized Barry Worth, the duly appointed examiner in the Chapter 11 case of 1717 Market Place, LLC, to employ David A. Sosne, Esq., and the law firm of Summers Compton Wells PC as his counsel, effective as of Aug. 23, 2012. As examiner, Barry Worth has been charged to investigate and report on all aspects of the Tax Increment Financing and Transportation Development District projects of Debtor. The investigation will include but not be limited to: the creation of, operation of, and a report of all of Debtor's rights to payments, reimbursements or any other amounts under the TIF/TDD programs from its inception to date and into the future; all TIF payments and all TDD payments with respect to each of the occupants in the district, as well as all distributions and payments made by the City of Joplin and the State of Missouri to Debtor or any third party from its inception to date and into the future; all TIF and TDD cost certifications delivered to the City and the State since the inception of the TIF and the TDD; and the status of current amounts available for reimbursement under the TIF and TDD (including all reimbursement payments made to date by the City and the State). SCW will advise and assist the Examiner with respect to his investigation and examination. SCW's fees in this case are anticipated to range from $240 per hour to $325 per hour for principals of the firm; $140 to $205 per hour for associates; $90 to $110 per hour for paralegal time; and $65 to $85 per hour for law clerk time. SCW professionals who will provide representation of the Examiner, include David A. Sosne, a principal of the firm, whose rate is $310 per hour; Brian J. LaFlamme, a principal of the firm, whose hourly rate is $240 per hour; and Christina L. Hauck, a paralegal of the firm, whose hourly rate is $90 per hour. About 1717 Market Place 1717 Market Place LLC, a grocery-store business, filed for Chapter 11 protection (Bankr. W.D. Mo. Case No. 12-bk-00984) on July 17, 2012, in Springfield, Missouri. The Debtor estimated assets and liabilities of at least $10 million. G&S Holdings LLC owns 98% of the company and the remaining 2% is owned by J. Scott Schaefer and Richard T. Gregg, according to court papers. 1717 Market Place said it is a defendant in a lawsuit brought by Regions Bank in Joplin, Missouri, relating to a promissory note. The bank is seeking the appointment of a receiver. David Schroeder Law Offices, P.C., serves as the Debtor's counsel. 1220 SOUTH OCEAN: Status Conference Set for Oct. 4 -------------------------------------------------- Darrell Hofheinz at Daily News Real Estate reports that a status conference regarding the Chapter 11 bankruptcy petition of 1220 South Ocean Boulevard LLC has been scheduled for Oct. 4 in U.S. Bankruptcy Court in West Palm Beach, Florida, before Judge Erik P. Kimball. If accepted by the federal court, the report notes, a Chapter 11 bankruptcy protects a company from its creditors while it reorganizes and attempts to pay its debts. The report adds TD Bank and its predecessor, Mercantil Bank, provided developer Dan E. Swanson of Addison Development Corp. construction financing and loans for $15.6 million in 2007, and an additional $1.68 million and $6.3 million in 2008, some of which has been paid down since. The report relates, via second and third mortgages on the property, Bahamas-based New Providence Capital Management Partners II loaned $5.3 million in early 2011 and $1 million last December, according to records filed with the Palm Beach County Clerk's office. Both lenders have granted extensions on their loans. In addition to the loans, the report says the bankruptcy petition lists only two other creditors -- a law firm in Miami owed $6,000 and another law firm in Boca Raton owed $17,735, according to the report. Developed by Mr. Swanson without a specific buyer, the house has nine bedrooms, a guest house and architecture inspired by a French chateau. The report notes the mansion at 1220 S. Ocean Blvd. measures more than 27,000 square feet. Completed early last year, it stands just south of The Mar-a-Lago Club on 2.5 acres of lakefront property with 294 feet of water frontage. "We got stuck in this economy in the middle of building," the report quotes Mr. Swanson as saying. The report adds the house was initially offered at $84 million, which was later dropped by $10 million. Jim McCann of the Corcoran Group -- Mr. Swanson's longtime real estate agent -- listed the house in the local multiple listing service a year ago after marketing it privately. The report relates Mr. Swanson said the petition would not affect his other spec house for sale in Palm Beach -- an oceanfront residence of 12,263 square feet at 101 El Bravo Way. Owned by a different limited liability company, that house is listed by McCann at $37.5 million, down $10 million from its original price. Swanson has developed numerous high-end custom and spec homes in South Florida since founding Addison Development in 1978. He said he had never before filed a petition for bankruptcy protection. "We've lived in Palm Beach for over 20 years," Mr. Swanson said, referring to his wife, Karen. "We are monster proponents of Palm Beach. There's no better cheerleader for Palm Beach than us," he said. The report adds, meanwhile, a civil lawsuit filed in December 2009 against Mr. Swanson and others involved in the building and sale of a home at 589 N. County Road -- bought by Palm Beachers Leo A. and Kathryn Vecellio in 2008 -- has yet to reach a settlement or go to trial. The Vecellios allege in their suit that the defendants knew about serious defects in the house prior to its sale to the couple. About 1220 South Ocean Boulevard 1220 South Ocean Boulevard, LLC, filed a bare-bones Chapter 11 petition (Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm Beach, Florida. The Debtor disclosed $74 million in total assets and $41.5 million in liabilities as of Sept. 7, 2012. According to http://1220southocean.com/1220 South Ocean is a French-inspired waterfront estate homes and resort located in Palm Beach. Owned by real estate developer Dan Swanson, president of Addison Development, 1220 South Ocean sits on 2.5 private and secure acres of land, has 20,000 square feet of living plus an additional 7,000 square feet of loggias, garages & guest house. The resort is located four miles to Palm Beach International Airport. Mr. Swanson other developments include the Phipps Estates in Palm Beach and Addison Estates at the Boca Hotel. Judge Erik P. Kimball oversees the case. Kenneth S. Rappaport, Esq., in Boca Raton, Florida, serves as counsel to the Debtor. 211 WAUKEGAN: Owner's Wife Expenses Not "Capital Contributions" --------------------------------------------------------------- Itasca Bank lost in its bid to characterize expenses made by the wife of the former owner of debtor 211 Waukegan LLC in the Chapter 11 case as "capital contributions". Bankruptcy Judge Jack B. Schmetterer authorized Bea Kabbani to collect $25,575 as administrative expenses from the estate. Ms. Kabbani argues that she holds and should be allowed an administrative expense claim against the estate within the meaning of Sections 503(b)(l)(A) and 507(a)(2) of the Bankruptcy Code in the total amount of $31,475. However, the postpetition payments identified total only $25,575. The Court also held that Itasca Bank cites no evidence or reasoning for such a characterization. Ms. Kabbani was never an owner of the Debtor, although she is married to the Debtor's former owner. Ms. Kabbani did seek to purchase the Debtor through the Third Amended Plan of Reorganization. However, the evidence did not identify the fees and expenses paid by her on the Debtor's behalf as capital contributions. Ms. Kabbani has consistently argued that she believed she was entitled to repayment for her loan to the Debtor for the retainer fees. According to the Court, because the extensions of credit by Ms. Kabbani to the Debtor occurred in the ordinary course of the Debtor's business under Sec. 364, they will be allowed as administrative expenses under Sec. 503(b). A copy of the Court's Sept. 18, 2012 Findings of Fact and Conclusions of Law is available at http://is.gd/yCTvjLfrom Leagle.com. About 211 Waukegan LLC 211 Waukegan, owner of a three-story commercial building located in Northfield, Illinois, filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 11-13104) on March 30, 2011. The case is a single asset real estate case. The Debtor purchased the real estate in 2008 for roughly $3 million in a purchase financed by Itasca Bank. The Debtor defaulted on its obligations to Itasca Bank, who subsequently obtained a default judgment of foreclosure in state court. Before a scheduled real estate sale, the Debtor filed its bankruptcy case. Judge Jack B. Schmetterer presides over the case. William J. Factor, Esq., and Sara E. Lorber, Esq., at The Law Office of William J. Factor, Ltd., serve as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and debts. A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb11-13104.pdf The petition was signed by Sam Kabbani, the manager. The Debtor was owned, at the time of filing, by Mr. Kabbani. Mr. Kabbani also managed the Debtor and was responsible for the day-to-day operation of the real estate prior to 2010. Bea Kabbani was appointed manager of the Debtor in 2011. Sam and Bea Kabbani are married to each other. In August 2010, a receiver was appointed by the state court to take over control and possession of the real estate. On June 5, 2011, the Debtor filed its Third Amended Plan of Reorganization, which proposed a sale of the Debtor to Bea Kabbani in exchange for commitment to contribute $150,000 to fund the plan of reorganization. To satisfy the absolute priority rule, the Third Amended Plan provided that if a class of creditors voted to reject the plan, the Debtor would conduct an auction for the equity of the Reorganized Debtor. Itasca Bank, the sole member of Class 1 under the Third Amended Plan, voted to reject that plan. Consequently, an auction was held and Itasca Bank declared the winner. After Istaca Bank purchased the equity of the Debtor, it supported the Fifth Amended Plan that was confirmed without objection by any creditor of the Debtor. That Plan extinguished the equity interest held by Sam Kabbani. The Debtor's Fifth Amended Plan was confirmed by the Court by order dated Nov. 15, 2011. The Effective Date of the Plan was Dec. 1, 2011. 480 BUNNELL: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: 480 Bunnell Street, LLC 480 Bunnell Street Bridgeport, CT 06607 Bankruptcy Case No.: 12-51736 Chapter 11 Petition Date: September 24, 2012 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Jeffrey M. Sklarz, Esq. CONVICER, PERCY & GREEN, LLP 701 Hebron Avenue Glastonbury, CT 06033 Tel: (203) 218-5498 Fax: (203) 367-9678 E-mail: jsklarz@convicerpercy.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb12-51736.pdf The petition was signed by Raymond Weiner, member. AFA FOODS: Court Nixes Portions of Counterclaims Against GOPAC -------------------------------------------------------------- On Nov. 14, 2011, Emmie Jones filed an eight-count complaint naming both Fairbank Reconstruction Corp., an affiliate of AFA Foods Inc., and Greater Omaha Packing Company, Inc. Fairbank answered the complaint by filing multiple cross-claims against Greater Omaha Packing, including (1) Breach of Contract (Count I), (2) Contractual Indemnity (Count II), (3) Contribution and Indemnity on Plaintiff's Strict Liability Claim (Count III), (4) Contribution and Indemnity on Plaintiff's Breach of Warranty Claim (Count IV), and (5) Contribution and Indemnity on Plaintiff's Negligence Claim (Count V). Greater Omaha Packing seeks dismissal of Count I and partial dismissal of Count II to the extent that both claims seek damages above and beyond what Fairbank might pay in connection with the Plaintiff's claims. Greater Omaha Packing primarily argues that allowing Fairbank to press these broader crossclaims violates personal jurisdiction. Fairbank, a New York corporation with a principal place of business in Asheville, New York, is in the business of processing and selling ground beef, primarily to grocery store chains. All of the ground beef sold by Fairbank is processed in Ashville, New York using raw beef trim, which Fairbank purchases from other beef packing establishments. Greater Omaha Packing or GOPAC, a Nebraska corporation with a principal place of business in Omaha, Nebraska, operates a beef slaughter and fabrication establishment. GOPAC has a weekly production of between 14,000 and 15,000 steers, which yields approximately 150,000 boxes of beef and variety meats, which are sold throughout the United States and exported to over 50 countries around the world. As part of its operations, GOPAC sells raw beef trim. During the time period relevant to this case, GOPAC supplied raw beef trim to Fairbank with the understanding that Fairbank would process the trim into ground beef products for human consumption. In early 2009, GOPAC signed Fairbank's "Product (Raw Material) Guarantee." Fairbank maintains that under the terms of this Guarantee GOPAC is required to indemnify Fairbank. Fairbank further alleges that GOPAC provided raw beef trim to Fairbank on or around Sept. 11, 2009, that did not comply with the Raw Material Specifications because it contained E. coli O157:H7. On Sept. 14, 15, and 16, 2009, Fairbank processed the GOPAC trim at its Ashville, New York facility. The end result was ground beef that was then distributed to multiple retail chains, including Shaw's, which operates multiple grocery stores in Maine. On Oct. 31, 2009, Fairbank issued a voluntary recall of 545,699 pounds of ground beef, which had been processed at its Ashville, New York facility on Sept. 14, 15 and 16, 2009. Fairbank's recall was based on analysis of epidemiological data collected by public health agencies investigating a cluster of E. coli O157:H7 illnesses. In its lawsuit, Emmie Jones alleges that her child, M.J., was one of the people sickened in the 2009 Northeast Outbreak. At the Aug. 31st conference, counsel for Fairbank represented that these recall-related losses exceed $500 million. With respect to Count II, GOPAC's Motion acknowledges that Count II may proceed as a crossclaim to the extent Fairbank seeks contractual indemnity on any fees or expenses related to Ms. Jones' claims. However, GOPAC seeks dismissal of Count II to the extent it seeks indemnity related to other 2009 Northeast Outbreak personal injury cases. There have been multiple other cases filed in a variety of jurisdictions in the Northeast. In a Sept. 11, 2012 Order available at http://is.gd/AwDFDvfrom Leagle.com, District Judge George Z. Singal said it lacks the requisite personal jurisdiction over GOPAC on the contested crossclaim for breach of contract. The Court granted GOPAC's Partial Motion to Dismiss. Specifically, Count I is dismissed without prejudice. With respect to Count II, the claim will remain to the extent it seeks contractual indemnity for any amounts related to Ms. Jones' claims. However, Count II is dismissed without objection and without prejudice to the extent it seeks contractual indemnity for any amounts related to other personal injury claims pressed by persons sickened during the 2009 Northeast Outbreak. The lawsuit is EMMIE JONES, as Parent and Guardian of MJ, a minor, Plaintiff, v. FAIRBANK RECONSTRUCTION CORP. et al, Defendants. No. 11-cv-437-GZS (D. Maine). About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. The Company had five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings -- BLBT -- affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, on a consolidated basis, the Debtors' books and records reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of AFA Investment Inc., AFA Foods and their debtor-affiliates. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor, nunc pro tunc to April 13, 2012. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July. Yucaipa, the owner and junior lender, has agreed to a settlement that would generate cash for unsecured creditors under a liquidating Chapter 11 plan. Under the deal, Yucaipa will receive $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million will be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits will be divided roughly 50-50. In return, Yucaipa will receive release from claims and lawsuits the creditors might otherwise bring. An affiliate of Yucaipa has a $71.6 million second lien and would claim the remaining assets absent settlement. AK STEEL: Moody's Reviews 'B1' CFR/PDR for Downgrade ---------------------------------------------------- Moody's Investors Service placed AK Steel Corporation's (AK STEEL) B1 corporate family and probability of default ratings as well as the company's B2 senior unsecured notes and revenue bond ratings under review for possible downgrade. The revenue bonds have separate loan agreements with AK Steel Corporation, guaranteed by AK Steel Holding Corporation and are ultimately obligations of the company. At the same time, Moody's downgraded the Speculative Grade Liquidity Rating to SGL-3 from SGL-2. Downgrades: Issuer: AK Steel Corporation Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 On Review for Possible Downgrade: Issuer: AK Steel Corporation Probability of Default Rating, Placed on Review for Possible Downgrade, currently B1 Corporate Family Rating, Placed on Review for Possible Downgrade, currently B1 Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently B2 Senior Unsecured Shelf, Placed on Review for Possible Downgrade, currently (P)B2 Issuer: Butler County Industrial Dev. Auth., PA Senior Unsecured Revenue Bonds, Placed on Review for Possible Downgrade, currently B2 Issuer: Ohio Air Quality Development Authority Senior Unsecured Revenue Bonds, Placed on Review for Possible Downgrade, currently B2 Issuer: Rockport (City of) IN Senior Unsecured Revenue Bonds, Placed on Review for Possible Downgrade, currently B2 Outlook Actions: Issuer: AK Steel Corporation Outlook, Changed To Rating Under Review From Stable Ratings Rationale The review for downgrade reflects the deterioration in AK Steel's debt protection metrics as a result of ongoing weakness in operating performance and net losses being incurred. Given the headwinds facing the steel industry, downward pressure on steel prices, and slowing economic fundamentals, Moody's anticipates that performance will continue to evidence a negative trend. In addition, although the company should benefit, on a lag basis, from some cost improvement given the decline in iron ore and coking coal prices, the likely volume and price compression will outweigh such potential benefit. The review will focus on the company's cost position, outlook for end markets served, particularly automotive, a key market for AK Steel, and capital expenditure requirements for AK Coal and Magnetation LLC. The downgrade of the Speculative Grade Liquidity rating to SGL-3 reflects the weaker operating cash flow generation capability and higher reliance on the $1.1 billion asset backed revolving credit facility (ABL - $325 million drawn at June 30, 2012 versus $250 million at December 31, 2011). Although Moody's would anticipate that some seasonal reversal of working capital requirements will occur by the fourth quarter, the weaker earnings performance will continue to pressure the level of operating cash flow that can be generated. The SGL-3 acknowledges the lack of meaningful debt maturities over the next twelve to eighteen months and the availability under the ABL. The principal methodology used in rating AK Steel was the Global Steel Industry Methodology published in January 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in West Chester, Ohio, AK Steel is a middle tier, high quality, integrated steel company producing flat-rolled carbon steels, including coated, cold-rolled and hot-rolled steels as well as specialty stainless and electrical steels. Revenues for the twelve months through June 30, 2012 were $6.1 billion and steel shipments were approximately 5.5 million tons. ALLBRITTON COMMUNICATIONS: S&P Ups CCR to 'B+' on Debt Reduction ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term corporate credit rating on Arlington, Va.-based TV broadcaster Allbritton Communications Co. to 'B+' from 'B'. The rating outlook is stable. "We also raised our issue-level rating on the company's senior unsecured notes to 'B+' from 'B', in conjunction with the corporate credit rating change. The recovery rating on the notes remains at '4', indicating our expectation for average (30% to 50%) recovery in the event of a payment default," S&P said. "Our upgrade reflects our expectation that the company will maintain debt to average-trailing-eight-quarter EBITDA of less than 6.5x while keeping shareholder dividends in line with free operating cash flow generation," said Standard & Poor's credit analyst Naveen Sarma. Leverage on a trailing-eight-quarter average EBITDA basis was 6.1x as of June 30, 2012, and dividends over the last 12 months were about 57% of free operating cash flow. "Our rating on Allbritton reflects our assessment of the company's business risk profile as 'weak' and its financial risk profile as 'highly leveraged,' based on our criteria. We view Allbritton's business risk profile as weak because of its lack of critical mass, its small revenue base concentrated in a limited number of TV markets (especially Washington DC), and its station affiliation with only one major broadcast network. Key factors in our financial risk profile assessment include its high debt to EBITDA, narrow cushion of compliance with its financial covenants, and an aggressive financial policy of using free cash flow and revolving credit borrowings to make distributions to its parent. The company's current ratios of debt to average trailing-eight-quarter EBITDA of 6.1x and funds from operations to debt of 4.1% are in line with Standard & Poor's financial risk indicative ratios of greater than 5x and less than 12%, respectively, for a highly leveraged financial risk profile," S&P said. "Allbritton owns and operates a relatively small TV station portfolio covering one large and five midsize markets ranked from No. 8 to No. 68, reaching about 5% of U.S. TV households. The company is dependent on economic trends in the Washington/Virginia/Maryland region because its largest station-- the ABC affiliate WJLA in Washington, D.C.--contributes a large proportion of the company's cash flow. Also, all of Allbritton's stations are affiliated with the ABC Network, which makes the company vulnerable to shifts in ABC's primetime ratings. Allbritton renewed it affiliation agreement with ABC on Sept. 14, 2012. We view local TV broadcasting as vulnerable to structural changes in the media and entertainment industry. We expect competition from alternative media will continue to erode viewership and, ultimately, advertising revenue over the long term. To its benefit, Allbritton's news programs rank No. 1 or No. 2 in early and late news in most of its markets. Strong news programming helps build stable and loyal audiences that, at times, can overcome weakness in network ratings and help attract election-related advertising," S&P said. AMERICAN ARCHITECTURAL: Univest Objects to Continued Use of Cash ---------------------------------------------------------------- Univest Bank and Trust Company opposes American Architectural, Inc., and Advanced Acquisitions LLC's continued use of cash collateral beyond Sept. 23, 2012, the time period provided for in the third interim order which was entered by the U.S. Bankruptcy Court for the Eastern District of Pennsylvania on Aug. 22, 2012. Univest tells the Court that as previously discussed in its first objection to the continued use of cash collateral AAI had projected business receipts in excess of $2.4 million between the Petition Date and July 22, 2012, but the actual receipts during this time period totaled a mere $438,119, or less than 20% of the projected revenues reported in connection with the First Interim Order. Since that time, according to papers filed with the Bankruptcy Court, Univest has been unable to fully review or analyze the financial aspects of the AAI's operations, as both the Debtors have failed to file any monthly operating reports beyond the period ending June 30, 2012. Further, according to Univest, the Debtors appear to be attempting a liquidation of the majority of their property, including the subcontracts that are supposedly keeping them operational, but continue to pay certain and significant operating costs, including the salary of John C. Melching, Jr., totaling $4,892.25 per week, along with a vehicle allowance of $548.27 per month. In addition, Univest relates, the Debtors have made payments to certain materialmen and subcontractors in contravention of Univest's prior perfected security interest without authority. Lastly, Univest is asking why Debtors, who are selling substantially all of their assets, need to continue to use cash collateral at the same rate as immediately following the Petition Date, when they were allegedly fully operational. AAI owed Univest $5,369,609.83 as of the Petition Date, while the aggregate amount owed to Univest by AA amounted to $2,014,424.31, About American Architectural and Advanced Acquisitions Bensalem, Pennsylvania-based American Architectural, Inc., and Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15, 2012. Judge Magdeline D. Coleman oversees the case. Maschmeyer Karalis P.C. serves as the Debtors' general bankruptcy counsel. Douglas Ziegler LLC serves as accountants. American Architectural provides quality building enclosures. Advanced Acquisitions is the beneficial owner of a 98,000 square feet facility in Bensalem, which houses AAI's offices and manufacturing plant. AAI has 49 employees. AAI completed work on many high profile projects in New York including, the AOL/Time Warner facility at Columbus Circle, the Lincoln Center, the Museum of Arts and Design, the New York Historical Society, and the JetBlue Terminal 5 at JFK International Airport, to name just a few of noteworthy projects. Recently, AAI completed the east coast's largest canopy for Goldman Sachs and has recently closed its fourth major World Trade Center rebuild project. The petitions were signed by John Melching, president and CEO. The Debtors listed assets of $3,874,952 and liabilities of $2,912,684. AMERICAN AIRLINES: Ready to Resume Contract Talks, Pilots Say ------------------------------------------------------------- Doug Cameron at Dow Jones' Daily Bankruptcy Review reports that the parent of American Airlines is seeking to restart contract talks with flight crew in the wake of a staff shortage and operational issues that have forced it to cancel hundreds of flights, its pilots' union said Monday. About AMR Corp. AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ATLAS PIPELINE: S&P Rates $300 Million Senior Unsecured Notes 'B' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' issue rating and '5' recovery rating to Atlas Pipeline Partners L.P.'s $300 million senior unsecured notes offering. The partnership intends to use proceeds to repay borrowings under its revolving credit facility. Atlas is a midstream energy partnership that specializes in natural gas gathering and processing, and the transportation of natural gas liquids. "Our corporate credit rating on Atlas is 'B+', and the outlook is stable. As of June 30, 2012, Atlas had about $713 million in debt, a debt to EBITDA ratio of about 4x, and adequate liquidity," S&P said. RATINGS LIST Atlas Pipeline Partners L.P. Corp. credit rating B+/Stable/-- New Rating $300 mil. senior unsecured notes B Recovery rating 5 ATRIUM COS: S&P Cuts Corp. Credit Rating to 'CCC+'; CCR on Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas-based Atrium Cos. Inc. to 'CCC+' from 'B-'. "In addition, we lowered our issue-level rating on Atrium's $185 million term loan to 'CCC+' (same as the corporate credit rating) from 'B-'. The recovery rating remains '3', indicating our expectation for meaningful (50% to 70%) recovery in the event of payment default," S&P said. "At the same time, we placed all the ratings on CreditWatch with negative implications. This means we could lower or affirm the ratings following the completion of our review," S&P said. "The downgrade and CreditWatch placement primarily reflect our assessment of the deterioration in the company's liquidity position due to weaker-than-expected demand for replacement windows and doors and tightening covenants," said credit analyst Maurice Austin. "We estimate that headroom under its senior secured leverage covenant is likely to remain below 10% into 2013 because of weaker than previously anticipated EBITDA." "In resolving the CreditWatch listing we will meet with management and assess its plans to enhance liquidity and obtain covenant relief," S&P said. "We could affirm the ratings if the company successfully negotiates covenant relief or if covenant pressures are eased by other means, such as an equity infusion by the company's owners. We would lower our rating if these efforts are not successful and a covenant default appears likely," S&P said. ATTACK PROPERTIES: District Court Affirms Case Dismissal -------------------------------------------------------- Attack Properties, LLC, lost in its appeal from the Bankruptcy Court order dismissing its Chapter 11 case and excusing a receiver appointed in a state-court foreclosure action from turning over the Debtor's athletic training facility as required under 11 U.S.C. Sec. 543(b). In affirming the Bankruptcy Court ruling, District Judge Joan B. Gottschall found no clear error in the Bankruptcy Court's factual findings concerning the unlikelihood that Attack Properties could successfully confirm a plan. In 2007, Old Second National Bank loaned Attack Properties $9.946 million to develop the Property for Attack Athletics Inc.'s use. Athletics Inc. and Mr. Grover guaranteed payment on the note. Attack Properties then defaulted on the loan, and in 2010, the Bank filed a foreclosure action in Illinois state court. The state court appointed a receiver, and, given Athletics Inc.'s default, the receiver filed a separate action seeking eviction. In August 2011, the court in the eviction action ordered Athletics Inc. to turn over the Property to the Bank, and in September 2011, that court entered judgment in favor of the receiver in the amount of $384,474 in past rent and late charges. Although Mr. Grover and Athletics Inc. were ordered to turn the Property over to the Bank, they remained in possession of the Property for several months; they also continued to collect rental payments and payments for training services. In the foreclosure action, the receiver moved for a rule to show cause why Mr. Grover and Athletics Inc. should not be held in contempt for violating the state court's prior orders in the case. Mr. Grover and Athletics Inc. responded by attempting to halt the eviction. The foreclosure court was not convinced, and ordered relinquishment of the Property on Dec. 2, 2011. The court also ordered Attack Properties, Athletics Inc., and Mr. Grover to turn over to the receiver "all monies in their possession or received since March 21, 2011 from any person or entity for the use, access or any other reason relating to the Property." When the receiver finally took possession of the Property in December 2011, he discovered that Athletics Inc. and Mr. Grover had received over $750,000 for training services conducted at the Property after the receiver had been appointed. The issue was raised before the foreclosure court, and that court determined that the Bank had made a prima facie showing that Attack Properties, Athletics Inc., and Mr. Grover were in contempt of the original order appointing the receiver. The court required them to show cause why they should not be held in contempt. In January 2012, the foreclosure court also entered a judgment of foreclosure against Attack Properties on the note and against Athletics Inc. and Mr. Grover on the guarantees. This resulted in a judgment of $10,170,452 in favor of the Bank. The Property was scheduled for a foreclosure sale on April 13, 2012, but just minutes before the sale could take place, Attack Properties filed a chapter 11 bankruptcy petition putting on hold the planned sale. The resulting bankruptcy case is the single- asset real estate case. The Bank moved on an emergency basis for an order excusing the receiver from turning over the property. The Bankruptcy Court found there had been prepetition mismanagement and that there was no real likelihood of reorganization, which meant that turnover of the Property was not in the best interest of creditors. The Bankruptcy Court explained that, given that Mr. Grover had violated the foreclosure court's order by failing to pay income and rent to the receiver, and that Mr. Grover had taken money from Attack Properties' business account and used it for personal expenses, the court had no confidence that Mr. Grover and Attack Properties would use the Property for the benefit of the creditors. Given the lack of progress in the case, the bankruptcy court invited motions to dismiss. The Bank also made a separate request seeking dismissal of the case. While that motion was being briefed, the Bank assigned its interest in the loan to Ringgold Capital IV LLC. In evaluating the motion to dismiss, the Bankruptcy Court commented on Attack Properties' many deficiencies in the bankruptcy proceedings, including its failure to move the case forward, its neglect in retaining counsel under 11 U.S.C. Sec. 327(a), its failure to use cash collateral pursuant to the requirements of 11 U.S.C. Sec. 363(c), its neglect in proposing (or even indicating that it was formulating) a disclosure statement or reorganization plan, and its failure to file monthly operating reports. The Bankruptcy Court concluded that Attack Properties had no reasonable likelihood of reorganization, noting that 89 days after filing a bankruptcy petition, Attack Properties had yet to propose a plan for reorganization. Pursuant to 11 U.S.C. Sec. 362(d)(3), the Bankruptcy Court was required after 90 days to lift the stay in the case unless the Debtor had filed a plan for reorganization or commenced monthly payments. The Bankruptcy Court did not believe that a plan could be filed in time to avoid the lifting of the stay. A copy of the District Court's Sept. 11, 2012 Memorandum Opinion & Order is available at http://is.gd/0RnYv7from Leagle.com. About Attack Properties Attack Properties LLC owns an athletic training facility located at 2641 West Harrison Street in Chicago. Timothy Grover is the sole owner of both Attack Properties and Attack Athletics, Inc., a professional athletic training business that leases and operates out of the Property. Attack Properties, in Chicago, Illinois, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-15055) on April 13, 2012. Judge A. Benjamin Goldgar oversaw the case. Jason W. Bruce, Esq., in Chicago, serves as the Debtor's counsel. In its petition, Attack Properties estimated $1 million to $10 million in assets, and $10 million to $50 million in debts. The petition was signed by Timothy Grover, sole member and manager. Attack Properties' schedules valued the Property at $4 million and listed claims secured by the Property totaling $12,211,359 (the Bank's $10,170,452 first mortgage as well as a $2,040,907 second mortgage belonging to an entity called Sofer Cor 504), as well as unsecured claims totaling $1,506,700. BANKS HOLDING: Court Dismisses Chapter 11 Case ---------------------------------------------- Upon the motion filed by the Office of the Bankruptcy Administrator, and with the consent of all parties present at the hearing, including counsel for debtor Banks Holding, L.P., the U.S. Bankruptcy Court for the Western District of North Carolina ordered the dismissal of the Debtor's Chapter 11 case. The Bankruptcy Administrator cited: (i) that the Debtor has not filed monthly status reports; (ii) that the Debtor's commercial general liability insurance policy expired on April 19, 2012, however, Debtor has not provided the Bankruptcy Administrator with a renewed insurance policy; (iii) that a Consent Order was entered on Nov. 9, 2011, granting relief from the automatic stay effective March 1, 2012; and (iv) Debtor has not filed a Disclosure Statement or a Plan of Reorganization and has not sought an extension of time to file them. Thus, the Bankruptcy Administrator contends that cause exists to dismiss the Debtor's case. Burnsville, North Carolina-based Banks Holding Company, L.P., filed for Chapter 11 bankruptcy protection (Bankr. W.D. N.C. Case No. 11-10258) on March 18, 2011. The Debtor's principal is Randy Banks. In its schedules, the Debtor disclosed $28,047,029 in total assets and $7,385,010 in liabilities. Edward C. Hay, Jr., Esq., at Pitts, Hay & Hugenschmidt, P.A., serves as the Debtor's bankruptcy counsel. BATH BRIDGEWATER: Court Requires Evidence on Bank Deficiency Claim ------------------------------------------------------------------ Bankruptcy Judge Stephani W. Humrickhouse approved the disclosure statement explaining the Chapter 11 plan of reorganization filed by Bath Bridgewater South, LLC. The Court, however, requires supplemental documentary evidence from the parties to complete its analysis of whether Capital Bank N.A. has a deficiency claim which would, if determined in the affirmative, defeat the existence of an impaired accepting class. The Debtor filed the Plan on Dec. 5, 2011. Capital Bank objected. Confirmation hearings began on Jan. 26, 2012, and were carried over on Feb. 6, 2012; May 15-17, 2012; and June 11, 2012. Upon the conclusion of the hearings and at the request of the Court, the Debtor and Capital submitted post-hearing briefs in lieu of closing arguments. Bath Bridgewater South, LLC, is a North Carolina limited liability company engaged in the business of owning and developing residential real property subdivisions in Bath, North Carolina. The Debtor's Schedule A lists real property divided among three subdivisions known as Catnip Estates, Bath Bridgewater South, and Bath Bridgewater West. The properties serve as security for a promissory note executed by the Debtor on July 6, 2006, in favor of Capital Bank, in the principal amount of $3,850,000, along with the Bridge Lot. On Sept. 6, 2011, at a point when the Debtor faced foreclosure, the Debtor filed its petition under Chapter 11. The Debtor scheduled its real property assets at $8,744,500 with encumbrances of $3,482,354. Capital Bank filed a proof of claim on Oct. 7, 2011, in the amount of $2,587,936. During the hearing, Capital Bank presented an exhibit in which it modified its position as to the amount due on the petition date to $2,760,939. The Debtor seeks confirmation pursuant to 11 U.S.C. Sec. 1129(b), the cram-down provision of the Bankruptcy Code. A copy of the Court's Sept. 20, 2012 Order is available at http://is.gd/WKnzPRfrom Leagle.com. Bath Bridgewater South, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-06817) on Sept. 6, 2011. Judge Stephani W. Humrickhouse presides over the case. George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and debts. The petition was signed by John W. Baldwin, member manager. An affiliate, Sailboat Properties LLC, filed for Chapter 11 petition (Bankr. E.D.N.C. Case No. 10-03718) on May 7, 2011. BIOZONE PHARMACEUTICALS: Ends Nian Wu Patent License ---------------------------------------------------- Biozone Pharmaceuticals, Inc., entered into a Separation and Release Agreement with Nian Wu, a consultant to the Company. Under the terms of the Separation Agreement, the parties agreed to terminate the License Agreement dated as of Feb. 12, 2012, granting the Company the right to utilize certain of Mr. Wu's patents relating to "Sugar Lipid Technology" for the potential commercial formulation of Propofol, and the distribution rights granted by the Company to Opko Health, Inc. Mr. Wu also tendered for cancellation 6,650,000 shares of the Company's common stock issued in connection with the acquisition of certain patent rights from Biozone Laboratories, Inc., and affiliates in June 2011. As a result of the foregoing, the Company terminated its research and development activities, including personnel connected with those efforts, in Princeton New Jersey and Mr. Wu agreed to use his best efforts to assume the Company's lease. The Separation Agreement became effective on Sept. 20, 2012, upon acceptance by Opko Health, Inc. On Sept. 20, 2012, the Company also entered into a Limited License Agreement pursuant to which the Company granted Mr. Wu a limited non-exclusive worldwide license to certain of its patents, originally co-invented by Mr. Wu and assigned to the Company. Under the terms of the License Agreement, each of the Company and Mr. Wu agreed to pay the other a royalty equal to 5% of their respective quarterly net sales of Covered Products that rely on any Valid Claims. Additionally, each of the Company and Mr. Wu agreed to pay the other 50% of all fees or other payments in consideration for any rights granted under a sublicense of the patents assigned under the License Agreement. The License Agreement is effective until the expiration of the last to expire licensed patents unless sooner terminated pursuant to the terms of the License Agreement. A copy of the Separation Agreement is available at: http://is.gd/3WXN5Q A copy of the License Agreement is available at: http://is.gd/zOgBya About Biozone Pharmaceuticals Biozone Pharmaceuticals, Inc., formerly, International Surf Resorts, Inc., was incorporated under the laws of the State of Nevada on Dec. 4, 2006, to operate as an internet-based provider of international surf resorts, camps and guided surf tours. The Company proposed to engage in the business of vacation real estate and rentals related to its surf business and it owns the Web site isurfresorts.com. During late February 2011, the Company began to explore alternatives to its original business plan. On Feb. 22, 2011, the prior officers and directors resigned from their positions and the Company appointed a new President, Director, principal accounting officer and treasurer and began to pursue opportunities in medical and pharmaceutical technologies and products. On March 1, 2011, the Company changed its name to Biozone Pharmaceuticals, Inc. Since March 2011, the Company has been engaged primarily in seeking opportunities related to its intention to engage in medical and pharmaceutical businesses. On May 16, 2011, the Company acquired substantially all of the assets and assumed all of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an Asset Purchase Agreement dated as of that date. Aero manufactures markets and distributes a line of dermatological products under the trade name of Baker Cummins Dermatologicals. On June 30, 2011, the Company acquired the Biozone Labs Group which operates as a developer, manufacturer, and marketer of over- the-counter drugs and preparations, cosmetics, and nutritional supplements on behalf of health care product marketing companies and national retailers. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Paritz and Company. P.A., in Hackensack, N.J., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company does not have sufficient cash balances to meet working capital and capital expenditure needs for the next twelve months. In addition, as of Dec. 31, 2011, the Company has a shareholder deficiency and negative working capital of $4.37 million. The continuation of the Company as a going concern is dependent on, among other things, the Company's ability to obtain necessary financing to repay debt that is in default and to meet future operating and capital requirements. Biozone reported a net loss of $5.45 million in 2011, compared with a net loss of $319,813 in 2010. The Company's balance sheet at June 30, 2012, showed $9.07 million in total assets, $13 million in total liabilities, and a $3.93 million total shareholders' deficiency. BMB MUNAI: Board to Effect Second Cash Distribution --------------------------------------------------- BMB Munai, Inc., previously entered into a Participation Interest Purchase Agreement with MIE Holdings Corporation, and its subsidiary, Palaeontol B.V., pursuant to which the Company agreed to sell all of its interests in its wholly-owned subsidiary Emir Oil, LLP, to Palaeontol. The initial purchase price was $170 million and was subject to various closing adjustments and the deposit of $36 million in escrow to be held for a period of 12 months following the closing for indemnification purposes. The sale of assets pursuant to the amended Purchase Agreement closed on Sept. 19, 2011, and on Oct. 24, 2011, the Company distributed $1.04 per share. On Sept. 20, 2012, the escrow period expired and the Company received the entire $36 million being held in escrow without any depletion for indemnification obligations. The Company's board of directors expects to meet to determine the timing and amount of a second cash distribution to the Company's stockholders, after giving effect to required fund allocations, actual costs incurred and other factors. Among the required fund allocations are the previously disclosed deferred extraordinary event payment due to Boris Cherdabayev and payments to Boris Cherdabayev and Toleush Tolmakov of their deferred initial distribution amounts, which payments were deferred by Messrs. Cherdabayev and Tolmakov to increase the amount of funds available to the Company's other stockholders in the initial distribution. About BMB Munai Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada corporation that originally incorporated in the State of Utah in 1981. Since 2003, its business activities have focused on oil and natural gas exploration and production in the Republic of Kazakhstan through its wholly-owned operating subsidiary Emir Oil LLP. Emir Oil holds an exploration contract that allows the Company to conduct exploration drilling and oil production in the Mangistau Province in the southwestern region of Kazakhstan until January 2013. The exploration territory of its contract area is approximately 850 square kilometers and is comprised of three areas, referred to herein as the ADE Block, the Southeast Block and the Northwest Block. BMB Munai reported a net loss of $139.21 million for the year ended March 31, 2012, compared with net income of $4.88 million for the year ended March 31, 2011. The Company's balance sheet at June 30, 2012, showed $38.95 million in total assets, $18.32 million in total liabilities, all current, and $20.62 million in total shareholders' equity. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended March 31, 2012. The independent auditors noted that the Company will have no continuing operations that result in positive cash flow, which raises substantial doubt about its ability to continue as a going concern. BONTEN MEDIA: S&P Cuts Corp. Credit Rating to 'CCC' on Refinancing ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on New York City-based TV broadcaster Bonten Media Group Inc. to 'CCC' from 'CCC+'. The rating outlook is negative. "In conjunction with the downgrade, we raised our issue-level rating on the company's senior secured credit facility to 'B-' (two notches higher than the 'CCC' corporate credit rating) from 'CCC+'. We also revised the recovery rating on the notes to '1' from '3'. The '1' recovery rating indicates our expectation of very high (90%-100%) recovery for secured credit facility lenders in the event of a payment. The upgrade reflects an increase in our estimated default-level recovery valuation given the company's good performance and our expectations that industry core revenue trends and sales multiples will remain stable in the near term," S&P said. "In addition, we lowered our issue-level rating on Bonten's 9% subordinated toggle notes due 2015 to 'CC' (two notches lower than the corporate credit rating) from 'CCC-'. The recovery rating remains '6', indicating our expectation of negligible (0%-10%) recovery for subordinated noteholders in the event of a payment default," S&P said. "Standard & Poor's rating on Bonten reflects the company's extremely high leverage and 'weak' liquidity," said Standard & Poor's credit analyst Minesh Patel. "Bonten has high debt service requirements and near-term debt refunding needs for its revolving credit facility, which is almost fully drawn as of June 30, 2012 and matures on May 31, 2013. These factors underpin our 'highly leveraged' financial risk profile assessment of the company. Our rating on Bonten also reflects our assessment of its business risk profile as 'vulnerable,' because of its small TV station portfolio, and significant revenue concentration (about 64% of fiscal 2011 revenues) in Tri-Cities (Tennessee/Virginia) and Greenville, N.C.," S&P said. "The negative rating outlook reflects our concern that Bonten could have difficulty maintaining sufficient operating momentum and liquidity to address its 2013 debt maturity. A revision to stable or an upgrade, neither or which we regard as likely, would require that the company address its near-term maturities with a minimal increase in borrowing spread, demonstrate its ability to restore liquidity by improving its cash flow--especially in nonelection years--and communicate and implement a credible plan that reduces its excessively high debt leverage," S&P said. BRANDYWINE REALTY: Fitch Rates $600-Mil. Sr. Unsecured Loans 'BB+' ------------------------------------------------------------------ Fitch Ratings affirms the following credit ratings of Brandywine Realty Trust (NYSE: BDN) and its operating partnership, Brandywine Operating Partnership, L.P. (collectively Brandywine): Brandywine Realty Trust -- Issuer Default Rating (IDR) at 'BB+'; -- Preferred stock at 'BB-'. Brandywine Operating Partnership, L.P. -- IDR at 'BB+'; -- Unsecured revolving credit facility at 'BB+'; -- Senior unsecured notes at 'BB+.' Additionally, Fitch assigns a rating of 'BB+' to the $600 million of senior unsecured term loans. The Rating Outlook is Stable. The rating affirmation reflects the company's credit strengths, including its manageable debt maturity and lease expiration schedules, granular tenant base, and healthy access to capital markets. Operating fundamentals in Brandywine's markets remain weak and likely will be so in the near to medium term. However, Fitch expects the company's leverage and coverage metrics to remain appropriate for the rating category over the next 12-24 months. Overall, Brandywine's credit profile is improving and fundamentals, though still weak are showing signs of improvement. Fitch does not anticipate that Brandywine's credit profile will improve enough over the next 12-24 months to warrant an Outlook revision to Positive at this time, despite this improvement. The economic recovery remains fragile, with the high unemployment rate continuing to adversely impact business prospects of many of Brandywine's tenants. Brandywine's portfolio is focused in the Mid-Atlantic region, with the top regions represented by the Pennsylvania suburbs (29.1% of NOI for the three months ended June 30, 2012) Philadelphia central business district (24%), Metropolitan D.C. (19.6%), New Jersey/Delaware (12.7%), Richmond, VA (6.5%), Austin (5.5%) and California (2.6%). The company's portfolio benefits from tenant diversification, with the top 10 tenants representing 24.3% of total base rent at June 30, 2012 and no tenant except for the U.S. Government Services Administration (GSA) comprises more than 4% of total base rent. The company's geographic focus, with exposure to some weaker submarkets with low barriers to entry, has provided limited growth notwithstanding decent performance by the stronger CDB and urban core markets, most notably the Philadelphia CBD and the Pennsylvania Crescent markets. Same-store NOI on a cash basis declined 5.2%, 3.7% and 2.7% in 2011, 2010 and 2009, respectively. However, SSNOI grew 1.8% in 1Q 2012, before declining 0.7% in 2Q 2012. Fitch projects SSNOI will grow 1.6% in 2012, largely driven by increasing occupancy, offset by negative leasing spreads. Since 2006, Brandywine has underperformed its selected office peer group by approximately 310 bps in both same-property NOI growth performance and occupancy statistics. Brandywine has also underperformed its markets on an NOI basis, as followed by Property & Portfolio Research (PPR), by approximately 150 bps since 2006. Weak occupancy and rent growth combined with elevated recurring capital expenditures have negatively impacted fixed charge coverage levels. Fixed-charge coverage for the 12 months ended June 30, 2012 was 1.5x, unchanged from 1.5x in 2011, and down slightly from 1.6x in 2010. This coverage is appropriate for the 'BB+' IDR and significantly below BDN's investment-grade suburban office peers. Fitch expects the company's fixed charge coverage ratio to rise toward 1.9x through 2014, driven by moderately positive SSNOI growth and moderating recurring capital expenditures. Fitch defines fixed-charge coverage as recurring operating EBITDA less recurring capital expenditures less straight line rent adjustments, divided by interest expense, capitalized interest, and preferred dividends. Leverage (net debt divided by recurring operating EBITDA) remains appropriate for the 'BB+' rating. Leverage was 7.0x at June 30, 2012, compared with 7.2x and 7.5x at Dec. 31, 2011, and 2010, respectively. Fitch expects leverage to decline to 6.7x in 2014, due primarily to modestly improving fundamentals and asset sales driving debt reduction. The Stable Outlook reflects Fitch's view that Brandywine maintains healthy access to capital, adequate liquidity and solid unencumbered asset coverage of unsecured debt. The company's liquidity coverage ratio is strong. Sources of liquidity (unrestricted cash, availability from the company's unsecured revolving credit facility, projected retained cash flows from operating activities after dividends and distributions) divided by uses of liquidity (debt maturities, projected recurring capital expenditures and development/redevelopment expenditures) result in a liquidity coverage ratio of 1.5x for the period July 1, 2012 through Dec. 31, 2014. The company has adequate unencumbered asset coverage of unsecured debt of 1.5x as of June 30, 2012 for the 'BB+' IDR, which is lower than higher-rated suburban office REIT peers. Fitch calculates unencumbered asset coverage by estimating BDN's unencumbered NOI divided by a stressed 9% capitalization rate. The two-notch differential between Brandywine's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BB'. Based on 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis', these preferred shares are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. The following factors may result in positive momentum on the ratings and/or Rating Outlook: -- Sustained positive same-store NOI growth; -- Fitch's expectation of net debt to recurring operating EBITDA sustaining below 6.5x (leverage was 7.0x for the 12 months ended June 30, 2012); -- Fitch's expectation of fixed-charge coverage sustaining above 2.0x (coverage was 1.5x for the 12 months ended June 30, 2012). The following factors may result in negative momentum on the ratings and/or Rating Outlook: -- Leverage sustaining above 8.0x; -- Maintaining fixed-charge coverage below 1.5x; -- A sustained decline in unencumbered asset coverage below 1.5x (defined as annualized unencumbered property net operating income divided by a 9% capitalization rate). BTA BANK: Kazakhstan Proceeding Granted Recognition in U.S. Courts ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York recognized BTA Bank JSC's proceedings in Kazakhstan as foreign main proceeding within the meaning of Sections 1502(4) and 1517(b)(1) of the Bankruptcy Code. Petitioner, Askhat Niyazbekovich Beisenbayev, as First Deputy Chairman of the Bank's Management Board, has been duly appointed, made responsible for administering the restructuring of the Bank and been authorized to serve as the foreign representative with respect to the Kazakhstan Proceeding within the meaning of Section 101(24) of the Bankruptcy Code. The Debtor and the Foreign Representative are entitled to all of the relief set forth in Section 1520 of the Bankruptcy Code. About BTA Bank BTA Bank AO (BTA Bank JSC), formerly Bank TuranAlem AO -- http://bta.kz/-- is a Kazakhstan-based financial institution, which is involved in the provision of banking and financial products for private and corporate clients. The BTA Group is one of the leading banking groups in the Commonwealth of Independent States and has affiliated banks in Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey. In addition, the Bank maintains representative offices in Russia, Ukraine, China, the United Arab Emirates and the United Kingdom. The Bank has no branch or agency in the United States, and its primary assets in the United States consist of balances in accounts with correspondent banks in New York City. As of November 30, 2009, the Bank employed 5,043 people inside and 4 people outside Kazakhstan. It has no employees in the United States. Most of the Bank's assets, and nearly all its tangible assets, are located in Kazakhstan. JSC BTA Bank, also known as BTA Bank of Kazakhstan, commenced insolvency proceedings in the Specialized Financial Court of Almaty City, Republic of Kazakhstan. Anvar Galimullaevich Saidenov, the Chairman of the Management Board of BTA Bank, then filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 10-10638) on Feb. 4, 2010, estimating more than US$1 billion in assets and debts. On March 9, 2010, the Troubled Company Reporter-Europe reported that JSC BTA Bank was granted relief in the U.S. under Chapter 15 when the bankruptcy judge in New York recognized the Kazakh proceeding as the "foreign main proceeding." Consequently, creditor actions in the U.S. were permanently halted, forcing creditors to prosecute their claims and receive distributions in Kazakhstan. In the U.S., the Foreign Representative is represented by Evan C. Hollander, Esq., Douglas P. Baumstein, Esq., and Richard A. Graham, Esq. -- rgraham@whitecase.com -- at White & Case LLP in New York City. The Specialized Financial Court of Almaty approved BTA Bank's debt restructuring on Aug. 31, 2010, trimming its obligations from $16.7 billion to $4.2 billion, and extending its longest maturity dates to 20 year from eight. Creditors who hold 92 percent of BTA's debt approved the restructuring plan in May. BTA reportedly distributed $945 million in cash to creditors and new debt securities including $5.2 billion of recovery units (representing an 18.5% equity stake) and $2.3 billion of senior notes on Sept. 1, 2010. BTA forecasts profit of slightly more than $100 million in 2011, Chief Executive Officer Anvar Saidenov told reporters in Almaty. BURGER KING: Moody's Rates Sr. Secured Credit Facilities 'Ba3' -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Burger King Corporation's proposed $1.875 billion senior secured facilities. In addition, all existing ratings of Burger King and Burger King Capital Holdings, LLC, including the company's B2 Corporate Family and Probability of Default ratings were affirmed. The outlook is stable. Ratings Rationale Proceeds from the proposed facility will be used to repay and replace in full the existing revolver and term loan B. Ratings are subject to the closing of the transaction and Moody's review of final documentation. Ratings assigned are: Burger King Corporation -- Proposed $150 million senior secured revolver due 2015 rated Ba3 (LGD 2, 25%) -- Proposed senior secured term loan A due 2017 rated Ba3 (LGD 2, 25%) -- Proposed senior secured term loan B due 2019 rated Ba3 (LGD 2, 25%) Ratings affirmed are: Burger King Capital Holdings LLC: -- Corporate Family Rating at B2 -- Probability of Default Rating at B2 -- $685 million (current face amount $579 million) senior unsecured discount notes due 2019 rated Caa1 (LGD 6, 94%) Burger King Corporation -- existing $150 million senior secured revolver due 2015 rated Ba3 (LGD 2, 26%) -- existing $1.75 billion senior secured term loan B due 2016 rated Ba3 (LGD 2, 26%) -- existing $800 million senior unsecured notes due 2018 rated B3 (LGD 5, 76%) The B2 Corporate Family Rating reflects the company's relatively weak debt protection metrics and Moody's view that soft consumer spending and persistently high level of promotional activity by its competitors will remain a challenge. The ratings also incorporate Burger King's relatively aggressive financial policy that has favored shareholders. The ratings are supported by the company's meaningful scale, strong brand recognition, geographic reach, moderate business risk, and very good liquidity. The ratings also consider the anticipated interest cost savings and improved liquidity profile with the lengthening of the maturities from the proposed financing. The stable outlook reflects Moody's expectation that Burger King will continue to strengthen debt protection metrics through same store sales growth, systemwide unit expansion, and debt reduction in excess of mandatory amortization. The stable outlook also incorporates Moody's view that Burger King will maintain very good liquidity. Factors that could result in upward ratings pressure include a sustained improvement in operating performance, particularly same store sales, as well as continued progress in reducing outstanding debt levels. Specifically, an upgrade could occur in the event the company is able to sustain debt to EBITDA of under 5.0 times and EBITA coverage of interest of at least 2.0 times. A higher rating would also require maintaining very good liquidity. Ratings could be negatively impacted by a deterioration in same store sales performance that caused a sustained weakening in credit metrics from current levels. Specifically, a downgrade could occur if debt to EBITDA over the next twelve months were to approach 6.5 times or if EBITA to interest approached 1.1 times. A material deterioration in liquidity for any reason could also pressure the ratings. Burger King Corporation, with headquarters in Miami, Florida, operates 818 and franchises 11,786 Burger King hamburger quick service restaurants. Annual revenues are about $2.3 billion, although systemwide sales are over $15.3 billion. The principal methodology used in rating Burger King Corporation was the Global Restaurant Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CAMTECH PRECISION: Avstar Proposes to Use Regions Cash Collateral ----------------------------------------------------------------- Avstar Fuel Systems, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida for authority to use cash collateral of Regions Bank, pursuant to a budget. Regions is a secured creditor of R&J National Enterprises, Inc. Avstar and Camtech Precision Manufacturing, Inc., guaranteed the debt with Regions and entered into a cross-default and cross- collateralization agreement for the loans with Regions. Avstar proposes to grant Regions replacement liens on any new receivables generated by the Debtor. Additionally, as adequate protection, the Debtor proposes to pay Regions monthly interest payments in the amount of $5,225 from September 2012 through confirmation of the Debtor's plan of reorganization. In addition, as Debtors should have been paying Regions adequate protection payments since March 30, 2012, pursuant to prior orders, Debtor will pay Regions an additional $5,000 per month until the adequate protection payments that should have been made to Regions in the aggregate amount of $31,350 has been satisfied in full. The first payment will be made on Sept. 27. 2012, and all subsequent payments will be paid on the 15th of the month. Additionally, the Debtor will make two additional $20,000 payments to Regions after all plan payments have been made, representing payment towards additional protection payments missed during appeal of the Summary Judgment Order, referring to the adversary proceeding of the Official Committee of Unsecured Creditors v. Regions (Case No. 10-3479), which was reversed on March 30, 2012, on appeal. The hearing on the cash collateral motion is scheduled for Oct. 2, 2012, at 10:00 a.m. About Camtech Precision Jupiter, Florida-based Camtech Precision Manufacturing, Inc., Avstar Fuel Systems, Inc., and R & J National Enterprises Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010. Avstar, founded in 2007, designs, manufactures and overhauls carburetors and fuel injection systems for the aviation industry. Avstar is the holder of Federal Aviation Administration Parts Manufacturer Approvals for general aviation fuel systems. Avstar generates sales primarily from new product sales and overhauls of carburetors and servos for the general aviation industry. Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida, serves as counsel to the Debtors. Carlos E. Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove Battista P.A., in Miami, Florida, represent the Official Committee of Unsecured Creditors. In its schedules, Camtech disclosed assets of $10.98 million and debts of $14.63 million. CANYONS AT DEBUQUE: Administrative Claims Bar Date Set for Oct. 16 ------------------------------------------------------------------ The Bankruptcy Court for the District of Colorado has ordered that the administrative bar date for filing proofs of claim is set for Oct. 16, 2012. Canyons @ DeBeque Ranch, LLC, filed a bare-bones Chapter 11 petition (Bankr. D. Colo. Case No. 12-24993) in Denver on July 18, 2012. Judge Elizabeth E. Brown oversees the case. The Debtor is represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen, P.C., serves as counsel to the Debtor. Affiliate Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge Ranch PUD, based in Butte, Montana, filed a separate Chapter 11 petition (Bankr. D. Colo. Case No. 12-24994) on the same day. CASELLA WASTE: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Rutland, Vt.-based Casella Waste Systems Inc. The outlook is negative. "At the same time, we placed our ratings on the senior subordinated notes on CreditWatch with positive implications pending the completion of the company's proposed equity and proposed $135 million in new add-on senior subordinated notes. If the transactions are completed as proposed, we expect to raise the issue rating on the senior subordinated debt to 'B-' from 'CCC+' and revise the recovery rating to '5' from '6'," S&P said. "We also placed our ratings on the company's $21.4 million in unsecured industrial revenue bonds on CreditWatch with positive implications pending the completion of the company's proposed equity and new debt offering. The bonds were issued by the Finance Authority of Maine (FAME) in 2005 and are not supported by letter of credit. If the transactions are completed as proposed, we expect to raise the issue level ratings on these FAME bonds to 'BB-' from 'B-' and revise the recovery ratings to '1' from '5'," S&P said. "The company plans to issue $135 million in new add-on senior subordinated notes, raise about $50 million of common equity, and utilize about $15 million in revolver borrowings to repay its $180 million second-lien notes and pay related fees and expenses. The company is also amending its financial covenants to provide increased cushion levels as part of this transaction. We expect the proposed financial covenant cushion levels related to total leverage and interest coverage will be above 10% after the completion of the proposed transaction," S&P said. "The ratings reflect our view of Casella's financial risk as 'highly leveraged' marked by high debt balances and minimal free cash generation," said credit analyst Henry Fukuchi. "We view Casella's business risk profile as 'fair', reflecting the company's participation in a recession-resistant industry, its competitive market positions in its operating regions, and generally good profitability despite its somewhat modest scale of operations." "The outlook is negative. We could lower the ratings if economic weakness, price competition, or adverse movements in recycled commodities or fuel prices cause earnings or cash flow to deteriorate, so that the company cannot maintain FFO-to-total adjusted debt of 10% to 15%," S&P said. "However, we believe Casella could stabilize its credit risk profile by demonstrating improved operating performance in subsequent quarters or by divesting noncore assets and using the proceeds to reduce debt. We believe the company remains committed to reducing debt (as evidenced by pending equity offering and its use of asset divestiture proceeds in 2011 to repay term loan borrowings, reducing debt by more than $100 million). We also believe that the sale of its unprofitable Maine energy facility, which it expects to close in December 2012, could help to support financial metrics. If this transaction closes, we expect some benefit to the company's profitability and cash flows in subsequent quarters," S&P said. "Still, uncertainty regarding asset sales and internal growth lead us to the conclusion that it's unlikely that the pace of deleveraging would be rapid enough to warrant higher ratings within the next year. While less likely, we could raise the ratings if there is improvement in operating results or if proceeds from additional asset sales enable the company to generate FFO-to-total adjusted debt exceeding 15%. The CreditWatch listings on the company's senior subordinated notes and $21.4 in unsecured FAME revenue bonds will be resolved upon the successful completion of its proposed equity and debt offerings. If completed as proposed, we expect to raise the issue rating on the senior subordinated debt to 'B-' from 'CCC+' and revise the recovery rating to '5', from '6'. If the transactions are completed as proposed, we also expect to raise the issue level ratings on the $21.4 million of unsecured FAME bonds to 'BB-' from 'B-' and revise the recovery ratings to '1' from '5'. The higher ratings reflect our view that recovery prospects for the noteholders and the FAME bonds will improve following the completion of the proposed transactions," S&P said. CAPITOL BANCORP: Seeks Approval of Letter Agreements With ValStone ------------------------------------------------------------------ BankruptcyData.com reports that Capitol Bancorp filed with the U.S. Bankruptcy Court a motion for approval of its entry into letter agreements with potential equity investor ValStone Asset Management. The letter agreements relate to a potential equity infusion and bulk sale. The motion explains, "The Debtors' Amended and Restated Prepackaged Joint Plan of Reorganization of Capital Bancorp Ltd. and Financial Commerce Corporation . . . and Disclosure Statement contemplates that the Debtors will deleverage their operations and recapitalize their subsidiary banks by, among other things, consummating: (i) an Equity Infusion . . . pursuant to which the Debtors will offer shares of New Capitol Bancorp Class B Common Stock (as defined in the Plan) and Series A Preferred Stock . . . in an aggregate principal amount of up to $120,000,000; and (ii) a bulk sale of certain nonperforming assets and loans . . . The Equity Infusion is a prerequisite to the occurrence of the Plan's Effective Date." The Court scheduled an Oct. 3, 2012 hearing on the matter. About Capitol Bancorp Capitol Bancorp Ltd. and Financial Commerce Corporation filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case Nos. 12-58409 and 12-58406) on Aug. 9, 2012. Capitol Bancorp -- http://www.capitolbancorp.com/-- is a community banking company with a network of individual banks and bank operations in 10 states and total consolidated assets of roughly $2.0 billion as of June 30, 2012. CBC owns roughly 97% of FCC, with a number of CBC affiliates owning the remainder. FCC, in turn, is the holding company for five of the banks in CBC's network. CBC is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the symbol "CBCR." Lawyers at Honigman Miller Schwartz and Cohn LLP represent the Debtors as counsel. In its petition, Capitol Bancorp scheduled $112,634,112 in total assets and $195,644,527 in total liabilities. The petitions were signed by Cristin K. Reid, corporate president. CAVALIER HOTEL: Has Interim Access to Cash Collateral ----------------------------------------------------- Judge Robert A. Mark of the Bankruptcy Court for the Southern District of Florida has authorized Ocean Drive Investment LLC and Cavalier Hotel LLC to access the cash collateral of Ridge Hill Holdings-Miami LLC and Lacasafive S.A. As of the Petition Date, Ridge Hill Holdings-Miami, LLC, was the holder of a promissory note dated June 5, 2005, secured by a mortgage on the Hotel in the approximate sum of $9,931,682. Ridge Hill also possesses a collateral assignment of leases and rents and a security interest in ODI's assets and is the holder of Amended Consent Final Judgment of Foreclosure and for Liability as to Breach of Payment Guaranty, dated Aug. 17, 2012. Lacasafive S.A., is the holder of a second mortgage dated Jan. 5, 2009, in the approximate amount of $169,000. Lacasafive's mortgage claims to receive an assignment of rents and leases. Under the cash collateral order, the Debtors are authorized to use cash collateral to fund ongoing operations in accordance with a budget. The Debtors may exceed the line item amount within the budget by not more than 10% for the Debtors' employee's wages, maintenance and repairs and credit card merchant fees. However, it may not exceed that allowance or the line item amounts for all other budget items without the consent of Ridge Hill or further order of this Court. As adequate protection for any cash collateral expended by the Debtors pursuant to this Interim Order, Ridge Hill and Lacasafive are granted a lien on all property owned, acquired or generated post-petition by the Debtors' continued operations to the same extent, validity and priority, if any, and of the same kind and nature as Ridge Hill and Lacasafive had prior to the filing of this bankruptcy cases to secure an amount of Ridge Hill and Lacasafive, S.A.'s prepetition claims in all post-petition cash collateral, equal to the aggregate diminution in value of the prepetition collateral resulting from the Debtors' use of the cash collateral. The Debtors are also required to maintain all necessary insurance on the Property. About the Cavalier Hotel Ocean Drive Investment LLC and Cavalier Hotel LLC filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and 12-30451) on Aug. 28, 2012, in Miami to halt foreclosure scheduled the next day. Ridge-Hill Holdings-Miami LLC, the owner of the mortgage, was foreclosing a $9.9 million debt. The Debtors own the Cavalier Hotel located directly Ocean Drive, in Miami's South Beach, facing the Atlantic Ocean. Cavalier has 46 rooms and is just within walking distance to bars, shops, dining, nightlife, and the nonstop action of South Beach. The Debtors also operates the restaurant, known as Crab Shack. Ocean Drive estimated at least $10 million in assets and liabilities. Cavalier Hotel estimated under $50,000 in assets and at least $10 million in liabilities. Bankruptcy Judge Robert A. Mark presides over the cases. The Debtors are represented by Nicholas B. Bangos, Esq., at Diaz Reus LLP. CAVALIER HOTEL: Wants to Employ Nicholas Bangos as Counsel ---------------------------------------------------------- Cavalier Hotel LLC asks the Bankruptcy Court for authorization to employ Nicholas B. Bangos and the law firm of Nicholas B. Bangos, P.A., nunc pro tunc to Aug. 28, 2012. Nicholas B. Bangos, P.A., will provide the Debtor with various legal services relating to this Chapter 11 case, specifically: a. advise the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its business and property; attend meetings and negotiate with representatives of creditors and other parties-in-interest; b. advise and consult on the conduct of the chapter 11 case, including all of the legal and administrative requirements of operating in chapter 11; c. advise the Debtor in connection with any contemplated sales of assets or business combinations, including the negotiation of sales promotion, liquidation, stock purchase, merger or join venture agreements, formulate and implement bidding procedures, evaluate competing offers, draft, appropriate corporate documents with respect to the proposed sales and counsel the Debtor in connection with the closing of such sales. d. advise and represent the Debtor in connection with obtaining post-petition financing and making cash collateral arrangements, provide advise and counsel with respect to pre-petition financing arrangements and provide advice to the Debtor in connection with the emergence and capital structure, and draft documents relating thereto. e. analyze the Debtor's leases and contracts and the assumptions, rejections, or assignments thereof and the validity of liens against the Debtor's assets, and advise the Debtor on matters relating thereto; f. advise the Debtor with respect to legal issues arising in or relating to the Debtor's ordinary course of business including attendance at senior management meetings, meetings with the Debtor's financial and turnaround advisors and meetings of board of directors; g. consult with the Debtors on Florida real estate and land use issues and perform various tasks related thereto; h. take all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any actions commenced against the debtor or its estate, and representing the Debtor's interests in negotiations concerning all litigation in which the Debtor is or may be involved, including objections to claims filed against the debtor's estate; i. prepare pleadings in connection with the chapter 11 case on the Debtor's behalf, including all motions, applications, answers, orders, reports and papers necessary to the administration of the Debtor's estate; j. negotiate and prepare on the Debtor's behalf a chapter 11 plan of reorganization or liquidation, disclosure statement and all related agreements and/or documents, and take any necessary actions on behalf of the Debtor to obtain confirmation of such plan; k. attend meetings with third parties and participate III negotiations with respect to the above matters; l. appear before the Court, any appellate courts, and the U.S. Trustee to protect and represent the interests of the Debtor's estate before such courts and the U.S. Trustee; m. perform all other necessary legal services and provide all other necessary legal advise to the Debtor in connection with this chapter 11 case. The firm's current hourly rates for matters similar to these chapter 11 cases range as follows: Partners $450 Associates $175-$350 Paraprofessionals $125 The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About the Cavalier Hotel Ocean Drive Investment LLC and Cavalier Hotel LLC filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and 12-30451) on Aug. 28, 2012, in Miami to halt foreclosure scheduled the next day. Ridge-Hill Holdings-Miami LLC, the owner of the mortgage, was foreclosing a $9.9 million debt. The Debtors own the Cavalier Hotel located directly Ocean Drive, in Miami's South Beach, facing the Atlantic Ocean. Cavalier has 46 rooms and is just within walking distance to bars, shops, dining, nightlife, and the nonstop action of South Beach. The Debtors also operates the restaurant, known as Crab Shack. Ocean Drive estimated at least $10 million in assets and liabilities. Cavalier Hotel estimated under $50,000 in assets and at least $10 million in liabilities. Bankruptcy Judge Robert A. Mark presides over the cases. The Debtors are represented by Nicholas B. Bangos, Esq., at Diaz Reus LLP. CENTERPLATE INC: S&P Affirms 'B' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Spartanburg, S.C.-based Centerplate Inc. The outlook is stable. "We also assigned our 'B+' issue-level rating to the company's proposed $342 million five to six year senior secured debt, consisting of a $75 million revolving credit facility due 2017 and a $267 million term loan due 2018. The recovery rating on this debt is '2', indicating our expectation for substantial (70% to 90%) recovery in the event of a payment default. The ratings are subject to review upon receipt of final information," S&P said. "The ratings on Centerplate reflect its debt-heavy capital structure and aggressive financial policy following Olympus Partners' acquisition of the company," said Standard & Poor's credit analyst Jacqueline Hui. "The ratings also reflect the low- value-added--particularly for sports facilities--and cyclical nature of demand for the company's services, in addition to a very competitive operating environment." "Standard & Poor's estimates Centerplate's pro forma adjusted debt-to-EBITDA leverage is high and increases to about 5.8x after the transaction, from 4.2x as of July 3, 2012. We expect EBITDA interest coverage to improve to about 2.0x from about 1.7x because of the lower-priced proposed debt, and estimate the ratio of adjusted free operating cash flow to total debt will be weak at about 5%," S&P said. "Centerplate, which provides concessions, catering, and merchandise services at sports facilities, convention centers, and entertainment facilities in the U.S. and Canada, continues to participate in a competitive and fragmented industry. The possibility that professional sports teams at one or more of the company's key serviced venues could relocate to a new facility or another city (which would require the company to compete for the new contract) remains an ongoing risk. Also, competition for new business and contract renewals remains intense, particularly from industry competitor ARAMARK Corp. (B+/Stable/--). Centerplate has a sizable position in concession services, with about $850 million in sales, but it is relatively small compared to ARAMARK, which has more than $13 billion in sales. The company also competes against other sizable national competitors, and numerous small regional or local competitors. Furthermore, the industry is cyclical and consumer confidence directly affects attendance at Centerplate's serviced venues, and therefore its revenues and profits," S&P said. "Our stable outlook on Centerplate reflects our expectations for steady operating performance based on the company's current contract schedule, and credit metrics to remain in line with the indicative ratios for a highly leveraged financial risk profile. We also expect adequate liquidity, including forecasted covenant cushion of 20% or greater," S&P said. "We would consider lowering the rating if operating performance deteriorates. Alternatively, though unlikely over the next year, we could raise the ratings if the company is able to effectively manage through an inflationary environment and operating performance improves; if adjusted leverage is sustained near 4x, which we estimate could occur if EBITDA increases by 45% (with debt remaining at current pro forma levels); and if financial policy does not become more aggressive (possibly through a debt- funded dividend)," S&P said. CHATSWORTH INDUSTRIAL: To Report on Plan Payments Nov. 1 -------------------------------------------------------- Chatsworth Industrial Park, LP, has a confirmed plan that requires it to pay $7.84 million to secured creditor CSFB 2003-C4 Nordhoff Limited Partnership within 90 days of the effective date and allow CSFB to retain $279,000 from reserve accounts in lieu of the cure and reinstatement of its loan. Pursuant to the modified Third Amended Plan, confirmed June 19, 2012, the reorganized Debtor will pay per diem interest to CSFB (starting from and after June 1, 2012 on the unpaid amount of the Payoff Amount) in the amount of $1,197 until the Payoff Amount has been paid to CSFB. The interest payments will commence on the earlier of July 1, 2012 or the Effective Date and the first of each month thereafter for the interest accruing for the previous month. If the Debtor fails to pay the full Payoff Amount plus any interest due (i.e., the per diem interest of $1,197) by the Due Date, the Bankruptcy Case will be dismissed, with prejudice and a bar against a future filing for 6 months and CSFB will be entitled to proceed with any and all remedies available to it under the loan documents, including a non-judicial foreclosure and appointment of a receiver; in addition, all accrued prepetition and postpetition default interest will not be deemed waived and will be due and owing under the loan in addition to the Payoff Amount in the amount then remaining due after application of all payments made to date. A post-confirmation status conference will take place on Nov. 1, 2012 at 11:00 a.m., which is approximately 30 days after the Due Date (i.e., approximately 30 days after that date which is 90 days after the Effective Date). At the hearing, the case will be dismissed with a bar against a future filing for 6 months without the need for a motion by CSFB, in the event that the Payoff Amount has not been paid by the Due Date. The hearing may also be used as a hearing on a motion by the Debtor for a final decree if appropriate. A copy of the Third Amended Chapter 11 Plan dated April 27, 2012, is available for free at: http://bankrupt.com/misc/Chatsworth_3rd_Amended_Plan.pdf CSFB in May filed a limited objection to confirmation, saying the Debtor was attempting to avoid paying default interest or late fees. CSFB said it should not have to waive the right to the default interest and late fees owed if there is a future default under the loan or if the Debtor fails to pay all amounts required under the Plan. CSFB is represented by: Sandi M. Colabianchi Valerie L. Smith GORDON & REES LLP 275 Battery Street, Suite 2000 San Francisco, CA 94111 Tel: (415) 986-5900 Fax: (415) 986-8054 About Chatsworth Industrial Tarzana, California-based Chatsworth Industrial Park, LP, owns and operates five adjacent industrial properties in Chatsworth, California. It filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 09-27368) on Dec. 23, 2009. Judge Maureen Tighe presides over the case. Caceres & Shamash, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets at $10 million to $50 million and $1 million to $10 million in debts. CIRCUS AND ELDORADO: Owner Seeks to Block Rival Chapter 11 Plans ---------------------------------------------------------------- Marie Beaudette at Dow Jones' DBR Small Cap reports that the owner of the Silver Legacy Resort Casino in Reno, Nev., is seeking to keep exclusive control over its Chapter 11 case while its creditors vote on its restructuring plan. About Circus and Eldorado Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156 and 12-51157) on May 17, 2012. Circus and Eldorado Joint Venture owns and operates the Silver Legacy Resort Casino, a 19th century silver mining themed hotel, casino and entertainment complex located in downtown Reno, Nevada. The casino and entertainment areas at Silver Legacy are connected by skyway corridors to the neighboring Eldorado Hotel & Casino and the Circus Circus Hotel and Casino, each of which are owned by affiliates of the Debtors. Together, the three properties comprise the heart of the Reno market's prime gaming area and room base. Silver Legacy Capital is a wholly owned subsidiary of the Joint Venture and was created and exists for the sole purpose of serving as a co-issuer of the mortgage notes due 2012. SLCC has no operations, assets or revenues. Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not debtors in the Chapter 11 cases. The Company did not make the required principal payment of its 10.125% mortgage notes on the maturity date of March 1, 2012. The company also elected not to make the scheduled interest payment. As a result, an aggregate of $142.8 million principal amount of Notes were outstanding and accrued interest of $7.23 million on the Notes, as of March 1, 2012, is due and payable. The Debtors have entered into a Restructuring Support Agreement with Capital Research and Management Company, a holder of a substantial portion of the mortgage notes. A copy of the RSA dated March 15, 2012, is available for free at http://is.gd/diDPh3 The RSA contemplates a proposed plan will be filed no later than June 1, 2012. The plan will contain creditor treatments that have already been negotiated with and agreed to by creditor constituents. The Debtors will seek approval of the explanatory disclosure statement within 45 days after the Petition Date and obtain confirmation of the Plan 60 days later. Judge Bruce T. Beesley presides over the case. Paul S. Aronzon, Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP, serve as the Debtors' counsel. The Debtors' financial advisor is FTI Consulting Inc. The claims agent is Kurtzman Carson Consultants LLC. The Bank of New York Mellon Trust Company, N.A., the trustee for the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. Circus and Eldorado Joint Venture disclosed $264,649,800 in assets and $158,753,490 in liabilities as of the Chapter 11 filing. The petitions were signed by Stephanie D. Lepori, chief financial officer. The Plan dated June 1, 2012, pays much of its debt in cash and the balance with new secured liens. August B. Landis, Acting U.S. Trustee for Region 17, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. Stutman, Treister & Glatt Professional Corporation represents the Committee. CNO FINANCIAL: Fitch Rates $275-Mil. Senior Secured Note 'BB' ------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to CNO Financial Group, Inc.'s recently priced $275 million senior secured note. The newly rated debt is part of the holding company recapitalization plan that CNO Financial announced on Sept. 4, 2012. Fitch notes the size of the anticipated debt in the recapitalization plan has increased since the original plan was announced based on market acceptance for the debt. Fitch estimates the financial leverage ratio under the new plan will increase to 22% on a pro forma basis from 16.7% at June 30, 2012. Fitch expects to rate the term loan bank facility proposed in the recapitalization plan once final terms and conditions have been negotiated. Covenants are expected to be similar to those in the current bank facility. Based on currently proposed terms, Fitch expects the ratings on the new facilities to be same as the existing bank facility. Key rating triggers that could lead to an upgrade include: -- Continued generation of stable earnings free of significant special charges; -- Expansion of cushion versus existing covenant requirements or refinancing of the senior secured notes to create a debt profile consistent with peer life insurance companies; -- Maintaining increased GAAP interest coverage ratio and NAIC RBC above 6x and 350%, respectively. Key rating triggers that could lead to a downgrade include: -- Combined NAIC RBC ratio less than 300% and operating leverage above 20x; -- Deterioration in operating results; -- Significant increase in credit-related impairments in 2012; -- Financial leverage above 30% and TFC above 0.65x. Fitch has assigned the following ratings: CNO Financial Group, Inc. -- $275 million senior secured note 6.375% due Oct. 1, 2020 'BB'. COMMUNITY HOME: Plan Filing Exclusivity Extended to Jan. 31 ----------------------------------------------------------- Community Home Financial Services, Inc., obtained from the Bankruptcy Court an order extending the initial 120-day exclusive plan filing period until Jan. 31, 2013, and the 180-day plan solicitation period until March 31, 2013. Derek A. Henderson, Esq., representing the Debtor, submits there are issues regarding secured claims that are being litigated between parties. There is a mediation that is being scheduled. A plan cannot be proposed until after issues are resolved through litigation and/or mediation. Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44,890,581 in total assets and $30,270,271 in total liabilities. Judge Edward Ellington presides over the case. CONTEC HOLDINGS: Can Hire Moelis, Ropes & Gray and AP Services -------------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved CHL, Ltd.'s motions to retain Moelis & Company as financial advisor and investment banker, Ropes & Gray as counsel and AP Services as crisis manager and further designating Lawrence E. Young as interim chief executive officer and chief restructuring officer and Kurt Schnaubelt as interim chief financial officer. About Contec Holdings Headquartered in Schenectady, New York, Contec Holdings Ltd. -- http://www.gocontec.com/-- is the market leader in the repair and refurbishment of customer premise equipment for the cable industry. The Company repairs more than 2 million cable set top boxes annually, while also providing logistical support services for over 12 million units of cable equipment annually. With substantial operations in the United States and Mexico, the Debtors earned revenues of approximately $153.6 million in 2011, and as of July 28, 2012, the Debtors directly employed over 2,300 people in North America, 72% of which are unionized. Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with a plan of reorganization that has the support of senior lenders and noteholders. Ropes & Gray LLP, serves as bankruptcy counsel to the Debtors; Pepper Hamilton LLP is the local counsel; AP Services LLC, is the restructuring advisor; Moelis & Company is the investment banker; and Garden City Group is the claims agent. COPYTELE INC: Lewis Titterton Discloses 5.3% Equity Stake --------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Lewis H. Titterton Jr. disclosed that as of Sept. 12, 2012, he beneficially owns 10,026,996 shares of common stock of CopyTele, Inc., representing 5.33% of the shares outstanding. A copy of the filing is available for free at http://is.gd/CeBriq About CopyTele Melville, N.Y.-based CopyTele, Inc.'s principal operations include the development, production and marketing of thin flat display technologies, including low-voltage phosphor color displays and low-power passive E-Paper(R) displays, and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over several communications media. The Company's balance sheet at July 31, 2012, showed $5.9 million in total assets, $6.8 million in total liabilities, and a shareholders' deficit of $893,071. According to the Company's quarterly report for the period ended July 31, 2012, based on information presently available, the Company does not believe that its existing cash, cash equivalents, and investments in certificates of deposit, together with cash flows from expected sales of its encryption products and revenue relating to its display technologies, and other potential sources of cash flows or necessary expense reductions including employee compensation, will be sufficient to enable it to continue its marketing, production, and research and development activities for 12 months from the end of this reporting period. "Accordingly, there is substantial doubt about our ability to continue as a going concern. CROWNROCK LP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos --------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Midland, Texas-based CrownRock L.P. to positive from stable and affirmed its 'B-' corporate credit rating on the company. "At the same time, we lowered the issue-level rating on CrownRock's senior unsecured debt to 'B-' (the same as the corporate credit rating) from 'B'. We have revised the recovery rating on the debt to '4', indicating our expectation of average (30% to 50%) recovery in the event of a payment default, from '2'," S&P said. "The positive outlook reflects CrownRock's progress in developing its asset base in the Permian Basin, which we expect to continue," said credit analyst Marc Bromberg. "The revised recovery rating for the senior unsecured debt reflects our new methodology for assigning recovery ratings to E&P issuers and CrownRock's increased borrowing base to $275 million from $160 million." "The positive outlook reflects the potential for an upgrade over the next 12 months if CrownRock can continue its solid operational performance and increase production to at least 10 Boe/d and maintain credit protection measures near current levels. We also expect sources of liquidity to remain adequate and profitability to stay above average during this time. Alternatively, we could revise the outlook to stable if production growth slows from projected levels, likely due to a change in operating strategy or significantly lower spending due to low crude oil prices. We would also assign a stable outlook if negative free cash flow exceeds current forecasts and liquidity declines more than forecasted," S&P said. CUSTER ROAD: Settles Objection Ahead of Today's Plan Hearing ------------------------------------------------------------ Custer Road Marketplace, Ltd., modified its Plan of Reorganization ahead of the confirmation hearing scheduled for today, Sept. 27. The Second Amended Plan resolves objections to the Plan that were raised by Tax Ease Funding, LP. Tax Ease is the sole creditor in class 4 of the Plan. In summary, the modifications to the Plan alter the treatment of the claim of Tax Ease if the Plan Loan is not consummated. The Plan provided that property transferred to Legacy Texas Bank, the sole class 3 creditor, would be free and clear of the claims of Tax Ease and the claims of Tax Ease and the liens securing the claims of Tax Ease would attach only to property retained by Reorganized CRM. Under the modifications contained in the Second Amended Plan, the claims of Tax Ease are apportioned between property transferred to Legacy and property retained by Reorganized CRM according the percentage of the Debtor's total property that is transferred to Legacy. For example, if the Second Amended Plan transfers 75% of the total property of the Debtor to Legacy, 75% of the claims of Tax Ease would attach to the property transferred to Legacy and such property would be subject to the liens of Tax Ease against the transferred property; the balance of the Tax Ease claim would be owed by Reorganized CRM and payment of that portion of the Tax Ease claim would be subject to the liens of Tax Ease on property owned by Reorganized CRM. Since Tax Ease did not have a lien on property identified as Lot 3, the modified treatment of Tax Ease does not grant Tax Ease a lien on Lot 3. The Second Amended Plan also contains a modification in the treatment of Class 5 claims, the unsecured class, to subordinate or waive the payment of the claims of insiders of the Debtor to the payment of noninsider Class 5 claimants. This change will be ratified by testimony at the confirmation hearing from representatives of the insiders of the Debtor. The Plan was accepted by two of 3 class 2 claimants; the third claimant, the City of Frisco, did not return a ballot. The Plan was rejected by Legacy, the sole class 3 claimant. The Plan was rejected by Tax Ease, the sole class 4 claimant, but Tax Ease will request a change in its vote to an acceptance. The Plan was accepted by David Wideman, the only class 5 claimant to return a ballot. The remaining class 5 claimants consist of insiders who did not vote, but who approve the modifications. Class 6 claimants, equity holders, were unimpaired and remain unimpaired under the Second Amended Plan. As reported in the June 6, 2012 edition of the Troubled Company Reporter, the Plan allows the Debtor to obtain a loan secured by lots 2 and 4 of the Debtor's real property. These lots have a value of approximately $5,700,000. The Debtor anticipates obtaining a loan secured by these lots in an amount in excess of $4,000,000. If the Debtor obtains such a loan, the proceeds will be used to pay the Class 4 claim of Tax Ease Funding, L.P. in the amount of $616,494, in full, to pay the Class 2 secured tax claims in full with respect to taxes assessed against the remaining CRM Property and the balance paid as a partial payment on the Class 3 secured claim of Legacy Texas Bank, a fully secured creditor. The Debtor scheduled the claim of Legacy at $16,320,565 on the Petition Date. Each holder of general unsecured claims is impaired under the Plan. Each Holder of an Allowed Class 5 general unsecured claim will receive cash equal to the amount of the claim of payable from a pro rata share of $5,000 each month until those claims are paid. Holders of interests are unimpaired under the Plan. About Custer Road Custer Road Marketplace, Ltd. owns 53 acres of real property known as Custer Road Marketplace in Collin County, Texas. Ross Helbing has appraised the property at $22,700,000. The slowdown in the U.S. economy resulted in the inability of CRM to develop and sell the property as initially anticipated and prevented the Debtor from paying or re-financing a secured loan. Custer Road Marketplace filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 12-40312) on Feb. 7, 2012, estimating $10 million to $50 million in assets and debts. Richard W. Ward, Esq., serves as the Debtor's bankruptcy counsel. Judge Brenda T. Rhoades presides over the case. In its schedules, the Debtor disclosed $23,183,800 in total assets and $19,257,403 in total liabilities. DELPHI CORP: Moody's Affirms 'Ba1' CFR/PDR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service affirmed the ratings of Delphi Corporation following the upsizing of the company's senior secured term loan A by $363 million, to $574 million from $211 million. Ratings affirmed include: Corporate Family Rating (CFR) and Probability of Default Rating (PDR) at Ba1; secured term loans and revolving credit facility at Baa2; senior unsecured notes at Ba2; and Speculative Grade Liquidity rating at SGL-2. Delphi Corporation is the U.S. based subsidiary of Delphi Automotive, PLC (Delphi). The rating outlook is stable. The $363 million in proceeds from the upsized term loan A, along with approximately $629 million cash on hand, will be used to complete the $992 million purchase (estimated at current exchange rates) of FCI Group's ("FCI") Motorized Vehicles Division ("MVL") which was announced earlier in the year. MVL is a leading global manufacturer of automotive connector products. The proceeds from the upsized term loan will allow the company preserve liquidity under the $1.3 billion revolving credit facility. The following ratings were affirmed: Corporate Family Rating, at Ba1; Probability of Default, at Ba1; Senior secured revolving credit facility, at Baa2 (LGD2 15%); Senior secured term loan A due 2016, at Baa2 (LGD2 15%); Senior secured term loan B due 2017, at Baa2 (LGD2 15%); Senior unsecured notes due 2019, at Ba2 (LGD5 70%); Senior unsecured notes due 2021, at Ba2 (LGD5 70%); SGL-2, Speculative Grade Liquidity Rating Ratings Rationale Delphi Corporation's Ba1 Corporate Family Rating (CFR) continues to reflect Moody's expectation that Delphi's strong credit metrics will support the assigned rating over the intermediate term. The MVL acquisition is valued at EUR765 million (approximately $992 million at current exchange rates) on a cash and debt-free basis. Delphi's disclosures indicate that the purchase price equates to about 7x the EBITDA of the acquired businesses. Moody's expects that Delphi's consolidated EBITDA margin of about 14.5% should be modestly enhanced by the approximate 16% margin of the acquired business. Moody's also estimates that in consideration of the earnings of the acquired businesses, Delphi's Debt/EBITDA should increase only slightly to about 1.6x (before consideration of any synergies). The acquisition of MVL is expected to support Delphi's strong competitive position and technology leadership in the automotive parts supplier industry. The stable rating outlook reflects Moody's view that Delphi will be able to sustain its strong credit metrics, inclusive of the acquisition of MVL over the intermediate-term, despite the recessionary environment in Europe (which accounted for 45% of 2011 revenue). Delphi's SGL-2 Speculative Grade Liquidity Rating continues to reflects Moody's expectation that Delphi will maintain a good liquidity profile over the near-term supported by strong cash balances, free cash flow generation, and availability under the revolving credit facility. As of June 30, 2012, Delphi had unrestricted cash and cash equivalents of $1.5 billion. Approximately $629 million will be used to fund the MVL acquisition. Positive free cash generation over the near-term is expected to be supported by the company's strong EBIT margins; modest global automotive industry growth allowing for moderate working capital usage; and minimal required term loan amortization. The $1.3 billion revolving credit facility was unfunded at June 30, 2012 with about $9 million of letters of credit outstanding. The only financial covenant under the bank credit facility is a net leverage ratio test for which the company is expected to maintain ample covenant cushion over the near-term. Alternate liquidity is supported by a debt incurrence basket under the credit facilities which permits additional amounts of foreign account receivable factoring and other foreign debt. An improving balance of profitability in the regions in which the company operates would be a key factor in considering the potential for higher ratings. Delphi also must continue to demonstrate conservative financial policies with regard to shareholder friendly actions, as a large portion of the company's shareholders continue to represent pre-emergence debt holders. Achieving the above while sustaining a strong liquidity profile and maintaining EBIT margins above 10% and Debt/EBITDA below 2.0x, both on a Moody's adjusted basis, could support a higher rating or outlook. Factors that have the potential to lower Delphi's rating or outlook include: deterioration of automotive demand or greater raw material cost pressures resulting in EBIT margins approaching 7%, as well as debt funded acquisitions or other large shareholder actions. Consideration for a lower outlook or rating could result if any of these factors lead to Debt/EBITDA above 2.5x or a deterioration in liquidity. The principal methodology used in rating Delphi was the Global Automotive Supplier Industry Methodology published in January 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Delphi Automotive, PLC is a supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. Delphi operates globally and has a diverse customer base, including every major vehicle manufacturer. Revenues in 2011 were approximately $16 billion. DEL MONTE: Fitch Affirms Junk Rating on $1.3-Bil. Unsecured Notes ----------------------------------------------------------------- Fitch Ratings has taken several rating actions on Del Monte Corporation (Del Monte). Fitch has affirmed the following ratings: -- Long-term Issuer Default Rating (IDR) at 'B'; -- $750 million asset-based loan (ABL) revolver at 'BB/RR1'; -- $1.3 billion unsecured notes at 'CCC+/RR6''. Due to its recovery analysis, Fitch has downgraded the following rating: -- $2.6 billion secured term loan B to 'BB-/RR2' from 'BB/RR1'. The Rating Outlook has been revised to Negative from Stable. At July 29, 2012, Del Monte had approximately $3.9 billion of total debt. Negative Outlook: The Negative Outlook on Del Monte's ratings is due to the fact that post LBO deleveraging is taking longer than Fitch had originally anticipated as total debt-to-operating EBITDA is likely to remain above 7.0x for 2013. The high leverage is due to weaker than expected operating performance in 2012 and potential margin pressure in 2013 due to high input costs. For the latest 12-month (LTM) period ended July 29, 2012, total debt-to-operating EBITDA was 7.5 times (x), up from 6.3x at May 1, 2011 following Del Monte's leverage buyout (LBO) on March 8, 2011. LTM operating EBITDA-to-gross interest expense was 2.1x, and funds from operations (FFO) fixed charge coverage was 1.9x. LTM free cash flow (FCF) was $189.3 million. Fitch expects leverage and coverage metrics to remain relatively stable in fiscal 2013. Fitch's EBITDA calculation excludes derivative gains/losses which Del Monte currently reports below the operating line. Recent Operating Performance: During fiscal 2012, Del Monte's consolidated sales were flat while the firm's gross margin declined 240 basis points (bps) to 28.6%. The operating margin for Pet Products declined to 17.4% from 21.2% and to 6.5% from 9.6% for Consumer Products. Sales growth improved during the first quarter of fiscal 2013 but operating margins continued to decline due to higher ingredient and marketing costs. The declines during the first quarter exclude $19 million of cash gains from commodity hedges which are reported below the operating line. Del Monte announced a 5% - 7% price increase across its pet portfolio effective November 2012, or the second half of fiscal 2013. Fitch believes pricing and productivity savings, which have historically totaled 3% - 4% of cost of goods sold, will only partially offset cost pressure in fiscal 2013 due to the pricing lag and the weak consumer spending environment. Furthermore, FCF in 2013 could be at the low end of Fitch's normalized run rate of $100 million - $150 million due to higher inventory-related working capital. Rating Rationale: Del Monte's ratings reflect the firm's high financial leverage, good cash flow generation, ample liquidity, and competitive market position. Del Monte has well-known brands, many of which hold No. 1 and No. 2 market share positions, in categories facing favorable demographic trends. Pet food/snacks is benefiting from significant household dog and cat ownership while processed produce is supported by growing demand for healthier food. Del Monte is committed to driving innovation and investing behind its brands, which in addition to namesake Del Monte include Milk-Bone, Meow Mix, 9 Lives, Kibbles 'n Bits, Milo's Kitchen, Contadina and College Inn. Del Monte's credit profile benefits from the diversification provided by its high-margin pet food/snacks business and the cash flow contribution of its consumer foods operations. During the fiscal year ended April 29, 2012, Pet Products represented 51% of Del Monte's $3.7 billion of revenue and 73% of its $420 million of operating income excluding corporate expenses. Consumer Products represented the remaining 49% and 27%, respectively. Fitch remains concerned about the sustainability of Del Monte's margins in Pet Products given significantly larger and less levered competitors and the competitiveness of the category. As such, ratings reflect Fitch's expectation that Del Monte can maintain consolidated EBITDA margins in the mid-teens range over the long run and that the company can generate $100 million - $150 million FCF annually. Del Monte generates most of its FCF during the second half of its fiscal year because of seasonal working capital requirements. Recovery Ratings: The downgrade of Del Monte's secured term loan is due to Fitch's updated view that outstanding balances on the ABL revolver would have priority if the firm's balance sheet was restructured. Del Monte's ABL revolver has a first-priority lien on accounts receivable, inventory and cash (ABL Priority Collateral) which are more liquid assets. The ABL revolver has a second-priority lien on substantially all of Del Monte's other assets. The company's secured term loan has a first-priority lien on substantially all other assets and a second-priority lien on ABL Priority Collateral. Fitch's recovery analysis assumes revolver capacity, based on a historical average of a firm's ABL borrowing base, would be fully drawn if a company was in distress. All of Del Monte's debt is guaranteed by domestic operating subsidiaries. The 'RR1' Recovery Rating on Del Monte's ABL revolver indicates that Fitch views recovery prospects on these obligations as outstanding at 91% or better. The 'RR2' rating on the firm's term loan reflects Fitch's opinion that recovery would be superior or in the 71% - 90% range. Lastly, the 'RR6' rating assigned to the company's senior unsecured notes denotes Fitch's belief that recovery would be poor at 10% or less if the bonds went into default. Liquidity, Maturities, and Covenants: Del Monte's liquidity is ample. At July 29, 2012, the company had $764.5 million of liquidity consisting of $272.4 million of cash and $492.1 million of revolver availability. Del Monte's undrawn ABL revolver, which matures March 8, 2016, had a borrowing base of $522.8 million. Letters of credit totaling $30.7 million were issued under the facility. The facility is bound by a springing fixed-charge coverage ratio of 1.0x. Del Monte is not subject to a maximum leverage or minimum EBITDA covenant. Scheduled maturities of long-term debt are minimal. As of July 29, 2012, $26.3 million is due annually beginning in fiscal 2014 through fiscal 2017. Del Monte's term loan requires quarterly principal payments of 0.25% of outstanding principal until maturity on March 8, 2018. On June 28, 2012, Del Monte made a payment of $91.1 million representing the excess annual cash flow payment due for fiscal 2012 therefore no maturities are due in fiscal 2013. The company is subject to mandatory term loan debt prepayment with up to 50% of excess cash flow, as defined by the company's credit agreement. What Could Trigger A Rating Action? Future developments that may, individually or collectively, lead to a negative rating action include: -- Total debt-to-operating EBITDA above 7.0x beyond fiscal 2013 due to higher than expected margin contraction and/or increases in debt; -- Top line weakness due to ineffective pricing and consistent volume declines, especially due to competitive pressures, along with a loss of market share; -- Materially lower than expected FCF; -- Large payouts to equity sponsors, particularly if financed with debt or paid during a period of operating weakness. Future developments that may, individually or collectively, lead to a positive rating action include: -- An upgrade is not anticipated in the near-to-intermediate term. However, leverage in the low 5.0x range due to debt reduction and relatively stable margins could be cause for an upgrade. -- Del Monte's Rating Outlook could be revised to Stable if effective pricing and productivity savings offset the majority of the company's cost pressures, margins stabilize near current levels, and FCF exceeds Fitch's expectations. DEWEY & LEBOEUF: Jones Day to Seek Fees in Dodgers Case ------------------------------------------------------- Dewey & LeBoeuf LLP asks the U.S. Bankruptcy Court for the Southern District of New York for authorization to employ Jones Day as special counsel to the Debtor, nunc pro tunc to Sept. 19, 2012, solely for the limited purpose of preparing, filing and prosecuting a final fee application on behalf of DL in connection with the bankruptcy of Los Angeles Dodgers and its affiliates. Prior to the DL's Petition Date, Bruce Bennett, Sidney P. Levinson, James O. Johnston, and Joshua M. Mester provided services in connection with the bankruptcy of LAD and certain of its affiliates. On June 27, 2011, LAD commenced Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. On May 14, 2012, Messrs. Bennett, Levinson, Johnston, and Mester joined Jones Day. Jones Day will not be engaged or retained by DL for any other purpose and will not be required to appeal any order that may be entered by the LAD Bankruptcy Court with respect to the Final Fee Application. Other than with respect to the services to be provided by Jones Day under the comprehensive settlement agreement and stipulation including agreement relating to the Jones Day Final Fee Application (the "LAD Stipulation"), Jones Day will not be precluded from representing or holding any interest adverse to DL in the DL Bankruptcy Case or otherwise by reason of the LAD Stipulation or the performance of services pursuant to the LAD Stipulation. DL consents to and waives any objection it may have to (a) any representation by Jones Day of any adversary of DL or any person holding an interest adverse to DL in the DL Bankruptcy Case or otherwise, and (b) any adverse interest held by Jones Day or any partners, members of counsel, or associates of Jones Day in the DL Bankruptcy Case or otherwise. Based on the facts set forth in the declaration of Sidney P. Levinson, formerly an attorney at DL and now a partner of Jones Day, the Debtor's estate may assert certain claims or causes of action against Jones Day and former DL partners on matters unrelated to LAD Settlement. Jones Day will apply to the LAD Bankruptcy Court for professional compensation at its prevailing hourly rates and for reimbursement for expenses reasonably incurred in connection with the preparation and prosecution of the Final Fee Application and LAD or the LAD Disbursing Agent will directly pay Jones Day all amounts awarded by the LAD Bankruptcy Court on account of such services. The estate of DL will not be responsible for payment of the fees or expenses incurred by Jones Day in connection with the preparation and prosecution of the Final Fee Application. Consequently, the Debtor proposes that Jones Day not be required to file any fee applications in the Southern District of New York Bankruptcy Court. About Dewey & LeBoeuf New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine LLP and LeBoeuf, Lamb, Greene & MacRae LLP. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. DEWEY & LEBOEUF: Court Extends Plan Filing Period to Dec. 31 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York extended Dewey & LeBoeuf LLP's exclusive periods to file a Chapter 11 plan and to solicit acceptances of a filed plan until Dec. 31, 2012, and March 1, 2012, respectively. As reported in the TCR on Sept. 5, 2012, DL asked the Bankruptcy Court to grant it four more months to file a Chapter 11 plan, citing its work on its $70 million partner contribution plan and a retiree group's recent bid for a trustee. About Dewey & LeBoeuf New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine LLP and LeBoeuf, Lamb, Greene & MacRae LLP. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. DICKINSON THEATRES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Dickinson Theatres, Inc. 6801 W. 107th Street Overland Park, KS 66212 Bankruptcy Case No.: 12-22602 Chapter 11 Petition Date: September 21, 2012 Court: U.S. Bankruptcy Court District of Kansas (Kansas City) Judge: Dale L. Somers Debtor's Counsel: Sharon L. Stolte, Esq. STINSON MORRISON & HECKER L.L.P. 1201 Walnut, Suite 2900 Kansas City, MO 64106 Tel: (913) 344-8009 Fax: (816) 412-9325 E-mail: sstolte@stinson.com Scheduled Assets: $2,198,081 Scheduled Liabilities: $7,617,413 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ksb12-22602.pdf The petition was signed by Ronald J. Horton, president. DIGITAL DOMAIN: Court Approves $37MM Asset Sale to Joint Venture ---------------------------------------------------------------- Jamie Santo at Bankruptcy Law360 reports that a Delaware bankruptcy judge agreed Monday to approve the sale of Digital Domain Media Group Inc. to a joint venture of Chinese and Indian media companies after they agreed to pay nearly $37 million for most of the special-effects house's assets at a Friday auction. The TCR, the Associated Press, reported on Sept. 25, 2012, that Digital Domain will be sold to a joint venture formed between a Chinese media company and an Indian counterpart for $30.2 million. According to the AP, a U.S. subsidiary of Beijing Galloping Horse Film & TV Co. and Mumbai-based Reliance MediaWorks teamed up to outbid other companies in a bankruptcy court auction on Sept. 21, 2012. The deal was announced by the companies on Sept. 23, 2012. The report noted Galloping Horse will own 70% of the joint venue, with Reliance owning the other 30%. About Digital Domain Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/ -- engages in the creation of original content animation feature films, and development of computer-generated imagery for feature films and transmedia advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11 to sell its business for $15 million to Searchlight Capital Partners LP. The Debtors have also sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Port St. Lucie, Florida-based Digital Domain disclosed assets of $205 million and liabilities totaling $214 million. DDMG also announced that it has entered into a purchase agreement with Searchlight Capital Partners L.P. to acquire Digital Domain Productions Inc. and its operating subsidiaries in the United States and Canada, including Mothership Media, subject to the receipt of higher and better offers and Court approval. DDPI and Mothership, with studios in California and Vancouver, are focused on creating digital visual effects, CG animation and digital production for the entertainment and advertising industries and are led by recently promoted Chief Executive Officer Ed Ulbrich. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. DIGITAL DOMAIN: City Wants to Recover Property ---------------------------------------------- Joel Engelhardt at Palm Beach Post reports the city of West Palm Beach has argued in court filings that it should get back its $10 million downtown parcel from Digital Domain Media Group because the land has no value to creditors and forcing West Palm Beach to be thrown into a bankruptcy court fight "would be a significant waste of taxpayer money." According to the report, three city officials submitted affidavits to the federal bankruptcy court in Wilmington, Del., explaining that it is impossible for Digital Domain to meet all the conditions for pulling building permits to erect a high-rise on the property before a Dec. 31 deadline. The report notes the city also said Digital Domain breached its agreements with the city by using the land as collateral on two $1 million loans in May. Wilmington attorney Alan Root, Esq., represents the city. The report notes the city did not know about the loans or permit them. The report relates West Palm Beach deeded the land, 2.4 acres on Okeechobee Boulevard downtown, to Digital Domain in December 2010 as an incentive to draw a high-rise and two schools. The city also pledged $10 million in cash, of which $2 million was paid, and offered a $15 million loan. According to the report, Bankruptcy Judge Brendan Shannon issued a ruling excluding the city's land from the $30.2 million sale of Digital Domain Productions to a Chinese-Indian joint venture. The sale was announced in court on Sept. 24, 2012. The report says West Palm Beach, seeking to be removed from the bankruptcy case at an Oct. 10 hearing, argues the land is worthless to those owed money by Digital Domain because it reverts to the city if several construction milestones are not met by Dec. 31. In affidavits, city Building Official Doug Wise and Planning Manager Rick Greene say several lengthy steps have not been initiated. The report, citing a third affidavit, says Community Redevelopment Agency Executive Director Kim Briesemeister describes the steps the land's owner must meet to avoid triggering the reverter clause. The report says, in other rulings, Judge Shannon decided that property in Port St. Lucie also would be excluded from the sale to the joint venture. Port St. Lucie issued $40 million in bonds to build a 115,000-square-foot studio to house about 500 workers in the Tradition development. The city claims ownership of the building and its furnishings. The report relates Judge Shannon also reserved Florida's rights to $20 million in tax credits awarded to Digital Domain but never exercised. The state previously gave Digital Domain a $20 million grant. The report notes Digital Domain, which received promises of $135 million in government incentives, closed the Port St. Lucie facility, laying off at least 250 workers, on Sept. 7. It canceled plans for its West Palm Beach animation school, but a branch of Florida State University's film school, lured by Digital Domain, remains, the report adds. About Digital Domain Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/ -- engages in the creation of original content animation feature films, and development of computer-generated imagery for feature films and transmedia advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11 to sell its business for $15 million to Searchlight Capital Partners LP. The Debtors have also sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Port St. Lucie, Florida-based Digital Domain disclosed assets of $205 million and liabilities totaling $214 million. DDMG also announced that it has entered into a purchase agreement with Searchlight Capital Partners L.P. to acquire Digital Domain Productions Inc. and its operating subsidiaries in the United States and Canada, including Mothership Media, subject to the receipt of higher and better offers and Court approval. DDPI and Mothership, with studios in California and Vancouver, are focused on creating digital visual effects, CG animation and digital production for the entertainment and advertising industries and are led by recently promoted Chief Executive Officer Ed Ulbrich. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. DIGITAL REALTY: Fitch Holds Low-B Rating on 2 Pref. Stock Classes ----------------------------------------------------------------- Fitch Ratings assigns a credit rating of 'BBB' to the $300 million aggregate principal amount 3.625% senior unsecured notes due 2022 issued by Digital Realty Trust, L.P., the operating partnership of Digital Realty Trust, Inc. (NYSE: DLR). The notes were issued at a spread of 200 basis points over the benchmark rate and priced at 98.684% of par to yield 3.784%. Digital Realty Trust, L.P. intends to use the net proceeds from the offering to temporarily repay borrowings under its global revolving credit facility, to acquire additional properties, to fund development and redevelopment opportunities and for general working capital purposes, including potentially for the repurchase, redemption, or retirement of outstanding debt securities or preferred securities. Fitch currently rates Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (collectively Digital Realty) as follows: Digital Realty Trust, Inc. -- Issuer Default Rating (IDR) 'BBB'; -- $453.4 million redeemable preferred stock 'BB+'; -- $168.4 million convertible preferred stock 'BB+'. Digital Realty Trust, L.P. -- IDR 'BBB'; -- $1.5 billion unsecured revolving credit facility 'BBB'; -- $520.9 million unsecured term loan 'BBB'; -- $1.7 billion senior unsecured notes 'BBB'; -- $266.4 million senior unsecured exchangeable notes 'BBB'. The Rating Outlook is Stable. The company's 'BBB' IDR reflects the solid performance of the company's large datacenter portfolio. The portfolio benefits from favorable demand, high barriers to entry, as well as long-term leases, and contributes towards improving fixed charge coverage. Digital Realty also has a strong balance sheet, a deep bench in terms of real estate and technical expertise professionals, and a good liquidity profile. The ratings also take into account that the company is a niche real estate investment trust (REIT) that is by definition exposed to the technology industry. Technology industry obsolescence and cycles can cause industry volatility, creating vacancy but also enable new entrants to fill empty space. In addition, the company has robust unencumbered asset coverage of unsecured debt, but its access to secured debt for contingent liquidity and financial flexibility may be more constrained than for REITs in other commercial property sectors. Positive demand drivers for datacenters include growth in data storage and use by corporate enterprises, telecommunication companies, providers of colocation (multi-tenant datacenter product offered on the basis of individual racks or cages), and other customers such as social networking sites. Cloud computing (shared resources provided to internet computing devices on demand) and other changes in information technology are also boosting datacenter demand, while expensive building costs limit new supply. In this context, leasing trends remain positive for Digital Realty's Turn-Key Datacenters (TKD) that offer metered power to various customers, as well as Powered Base Building (PBB) space that enables tenants to build out their own datacenter facilities. TKD and PBB lease renewal rates increased in the second quarter of 2012 (2Q'12) by 9.9% and 22.9%, respectively, resulting in same store net operating income growth of 9.8% in 2Q'12. Tier1 Research, LLC projects that datacenter revenue growth will continue on its current trajectory during 2012-2013, which Fitch believes will provide opportunities for Digital Realty to continue increasing rents and leasing up space under construction. Tenant concentration is limited, with the exception the top tenant CenturyLink, Inc., which has a Fitch IDR of 'BBB-' with a Stable Outlook. As of June 30, 2012, top tenants were CenturyLink at 10.8% of annualized rent, TelX Group, Inc. at 4%, Equinix Operating Company, Inc. at 3.9%, Facebook, Inc. at 3.7%, and Softlayer Technologies, Inc. at 3.5%. In addition, Digital Realty's remaining lease term was seven years and weighted average original lease term was 14 years as of June 30, 2012, providing cash flow predictability absent tenant bankruptcies. The company also has a staggered lease expiration schedule. As of June 30, 2012, 3.3%, 7.3%, and 11.7% of annualized rent was scheduled to expire in 2012, 2013, and 2014, respectively. The company's fixed charge coverage ratio (recurring operating EBITDA less recurring capital expenditures less straight-line rent adjustments divided by total interest incurred and preferred dividends) was 2.6 times (x) in 2012 pro forma for the bond offering, compared with 2.7x and 2.4x in 2011 and 2010, respectively. Incremental cash flow from the Sentrum acquisition coupled with higher fixed charges due to long term debt financings and the issuance of preferred stock have led to stability in coverage. Fitch projects continued mid-to-high single same-store NOI growth, along with additional and a gradual lease-up of construction in progress, to result in fixed charge coverage approaching 3.0x over the next 12 to 24 months. In a downside case where the majority of the company's current development pipeline remains unleased, fixed charge coverage would decline to around 2.5x, which would be adequate for the current rating. In a more adverse case not anticipated by Fitch whereby tenant bankruptcies result in a 10% decline in NOI, fixed charge coverage would fall just below 2.5x, which would be weak for the current rating. Digital Realty has low leverage for a REIT with net debt to recurring operating EBITDA of 4.6x as of June 30, 2012 pro forma, compared with 4.7x and 5.5x as of Dec. 31, 2011 and Dec. 31, 2010, respectively. Fitch anticipates that leverage will sustain in the mid 4x to 5x range as the company continues to utilize a combination of debt and equity issuance to fund acquisitions and development. For example, on July 11, 2012, DLR completed the acquisition of the Sentrum Portfolio in the greater London area for 715.9 million Pounds Sterling. The transaction was funded with proceeds from a common stock offering in July 2012 along with borrowings under the global revolving credit facility. In a downside case where the majority of the company's current development pipeline remains unleased, leverage would approach 5.0x in the near term. In a more adverse case not anticipated by Fitch whereby tenant bankruptcies result in a 10% decline NOI, leverage would rise above 5.0x. Both of these downside leverage levels would remain appropriate for the rating. Digital Realty's management team has a good track record of acquiring and developing assets with attractive returns, as well a technical staff focused on operating efficiencies. For example, the company improved the efficiency of cooling towers in the Rockwood Capital/365 Main portfolio by providing additional IT load, which generated incremental revenue. The company has a strong liquidity position. As of June 30, 2012 pro forma, base case liquidity coverage assuming no additional capital raises is 2.0x for July 1, 2012 to Dec. 31, 2014. Fitch calculates base case liquidity coverage as liquidity sources (unrestricted cash, availability under the company's $1.5 billion global unsecured credit facility pro forma for the 2022 notes, and projected operating cash flow after dividends and distributions), divided by liquidity uses (debt maturities and projected recurring capital expenditures). When including expected direct project costs to be spent for Digital Realty's construction projects in progress as a liquidity use, base case liquidity coverage remains good at 1.3x as of June 30, 2012 pro forma. While development entails material lease-up risk, the company a track record of stabilizing occupancy fairly quickly. While the company's metrics are strong for a 'BBB' IDR, the rating takes into account the company's exposure to the technology market. Digital Realty went public in 2004 several years after the dot com bubble burst and has experienced a favorable technology environment through economic cycles. Moreover, uncertainties lurk, such as the risk that Digital Realty's more successful tenants choose to develop their own datacenters, as opposed to lease space from the company. Digital Realty's top five markets are Silicon Valley (12.6% of annualized rent as of June 30, 2012), Dallas (11.3%), Northern Virginia (10.2%), New York (9.8%), and San Francisco (9.3%). The company continues to expand in Europe and across the Asia-Pacific region, including in Singapore and Australia, to take advantage of datacenter needs. This expansion should provide a broader tenant base and the potential for above-average investment returns. As of June 30, 2012, Digital Realty's portfolio consisted of 105 properties, excluding three unconsolidated joint venture properties, of which 77% is unencumbered based upon 2Q'12 annualized base rent. Unencumbered assets (2Q'12 unencumbered NOI divided by a stressed capitalization rate of 10%) to unsecured debt was 2.2x as of June 30, 2012 pro forma, which is solid for a 'BBB' IDR. However, the company's access to secured debt for contingent liquidity may be more constrained than for REITs in more conventional commercial property sectors given the less-proven nature of the asset class through cycles. That being said, the covenants in the company's credit agreements do not restrict Digital Realty's financial flexibility. The Stable Outlook reflects Fitch's projection that fixed charge coverage will approach 3x, that leverage will remain approximately in the mid-4x to 5x range, and that the company will continue its gradual tenant and asset diversification via acquisitions and development. The two-notch differential between Digital Realty's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'. Based on Fitch research titled 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis', available on Fitch's web site at 'www.fitchratings.com', these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. Fitch does not anticipate positive rating momentum over the near term. However, the following factors may have a positive impact on Digital Realty's ratings and/or Outlook: -- Fitch's expectation of fixed charge coverage sustaining above 3.0x (fixed charge coverage ratio was 2.6x in 2Q2012 pro forma); -- Fitch's expectation of net debt to recurring operating EBITDA sustaining below 4.5x (leverage was 4.6x as of June 30, 2012 pro forma); -- Increased mortgage lending activity in the datacenter sector; -- Broader tenant and asset diversification. The following factors may have a negative impact on Digital Realty's ratings and/or Outlook: -- Fitch's expectation of fixed charge coverage sustaining below 2.5x; -- Fitch's expectation of net debt to recurring operating EBITDA sustaining above 6.0x; -- Base case liquidity coverage sustaining below 1.0x. DOWNTOWN DENNIS: Case Summary & 17 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Downtown Dennis Real Estate LLC P.O. Box 5648 Everett, WA 98206 Bankruptcy Case No.: 12-19734 Chapter 11 Petition Date: September 24, 2012 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Marc Barreca Debtor's Counsel: Robert A. Garrison, Esq. GSJONES LAW GROUP PS 1155 Bethel Ave Port Orchard, WA 98366 Tel: (360) 876-9221 E-mail: bob@gsjoneslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb12-19734.pdf The petition was signed by Dennis Wagner, manager. EDISON MISSION: $90-Mil. Charge Due to Homer City Plant ------------------------------------------------------- As disclosed in Edison Mission Engergy's quarterly report on Form 10-Q for the first quarter of 2012, EME's subsidiary EME Homer City Generation L.P. and General Electric Capital Corporation entered into an Implementation Agreement on March 29, 2012, with respect to the Homer City plant. The Implementation Agreement required Homer City, among other things, to enter into one or more implementation transactions at the request of GECC for the divestiture of its leasehold interest in the Homer City plant and to assist GECC in obtaining certain third-party consents or waivers. On Sept. 21, 2012, Homer City, as assignor, and Homer City Generation, L.P., an affiliate of GECC, as assignee, entered into a Master Transaction Agreement for the divestiture by Homer City of its interest in the Homer City plant. Under the MTA, Homer City has agreed to transfer substantially all of its rights in and assets related to the Homer City plant, and specified liabilities, to Assignee. Completion of the transaction is subject to a number of closing conditions, including obtaining the consent of more than two- thirds of the bonds issued under the Indenture, dated as of Dec. 7, 2001, among Homer City Funding LLC and The Bank of New York, as successor trustee which consent may be provided through a plan of reorganization confirmed by any United States bankruptcy court. EME previously fully impaired the Homer City plant and disclosed that the remaining assets and specified liabilities were expected to be transferred to GECC upon the completion of an implementation transaction under the Implementation Agreement, which was expected to result in a further loss. As a result of the MTA, EME has concluded that Homer City meets the accounting requirements of a discontinued operation beginning the third quarter of 2012 and the assets that are expected to be transferred pursuant to the MTA will be classified as assets held for sale at Sept. 30, 2012. The assets held for sale are required to be written down to net realizable value which is equal to the carrying value of the liabilities that Homer City will transfer to the Assignee. Accordingly, EME expects to record a charge of approximately $90 million during the third quarter of 2012. As part of the MTA, Homer City will retain the post retirement other than pensions obligations and pension obligations and will be required to contribute approximately $32 million to voluntary employee beneficiary association trusts to fund the estimated PBOP liabilities. Termination benefits for employees are expected to be made pursuant to existing plans. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or leased interests in 39 operating projects with an aggregate net physical capacity of 10,979 MW of which EME's pro rata share was 9,852 MW. At Dec. 31, 2010, EME's subsidiaries and affiliates also owned four wind projects under construction totaling 480 MW of net generating capacity. The Company reported a net loss of $1.07 billion in 2011, compared with net income of $163 million in 2010. The Company's balance sheet at June 30, 2012, showed $8.25 billion in total assets, $6.59 billion in total liabilities and $1.66 billion in total equity. Bankruptcy Warning At June 30, 2012, EME, and its subsidiaries without contractual dividend restrictions, had corporate cash and cash equivalents of $879 million, which includes Midwest Generation's cash and cash equivalents of $177 million. EME and Midwest Generation's previous revolving credit agreements have been terminated or expired and no longer are sources of liquidity. At June 30, 2012, EME had $3.7 billion of unsecured notes outstanding, $500 million of which mature in June 2013. EME is currently experiencing operating losses due to lower realized energy and capacity prices, higher fuel costs and lower generation at the Midwest Generation plants. Forward market prices indicate that these trends are expected to continue for a number of years. As a result, EME expects that it will incur further reductions in cash flow and losses in the current year and in subsequent years. A continuation of these adverse trends coupled with pending debt maturities and the need to retrofit its Midwest Generation plants to comply with governmental regulations will exhaust EME's liquidity. Consequently, EME will need to consider all options available to it, including potential sales of assets, restructuring, reorganization of its capital structure, or conservation of cash that would be otherwise applied to the payment of obligations. EME has entered into non-disclosure and engagement agreements with advisors representing certain of its unsecured bondholders for the purpose of engaging in discussions with those advisors and Edison International regarding EME's financial condition. Absent a restructuring of its obligations, based on current projections, EME is not expected to have sufficient liquidity to repay the $500 million debt obligation due in June 2013. As a result, EME may need to file for protection under Chapter 11 of the U.S. Bankruptcy Code. * * * As reported by the TCR on July 4, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Edison Mission Energy (EME) and its subsidiaries Midwest Generation LLC (Midwest Gen) and Edison Mission Marketing & Trading Inc. (EMMT), to 'CCC' from 'CCC+' based on greater refinance risk in 2013 due to lower cash flow over the medium term and reduced liquidity and greater potential for corporate restructuring. In the April 26, 2012, edition of the TCR, Fitch Ratings has lowered Edison Mission Energy (EME) and Midwest Generation LLC's (MWG) long-term Issuer Default Ratings (IDRs) to 'CC' from 'B-'. The lower IDRs for EME and MWG reflect the challenges to the companies' future solvency and liquidity caused primarily by a prolonged decline in historic and forward power price curves, rising operating and capital costs due to environmental regulations and an unsustainably high debt burden. The Troubled Company Reporter said on April 14, 2012, that Moody's Investors Service downgraded EME's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Ca from Caa2. "The rating action reflects the high probability of a default over the next several months as the capital structure appears likely to be restructured in light of expected weak cash flow, environmental capital requirements, and upcoming debt maturities," said A.J. Sabatelle, Senior Vice President at Moody's. "The rating action recognizes comments by EME's management in its recent SEC quarterly filings concerning the increased default prospects for EME and its subsidiary MWG, and factors in Moody's recovery prospects for security holders at EME and MWG in a default scenario," added Sabatelle. ELAN CORP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Dublin-based specialty pharmaceutical manufacturer Elan Corp plc, and removed the rating from CreditWatch, where it was listed with positive implications on Aug. 13, 2012. "Our 'BB-' ratings on unsecured issues of subsidiaries Elan Finance Corp. and Elan Finance PLC were unaffected by the CreditWatch action. We are assigning our 'BB-' issue-level and a '2' recovery rating to Elan's proposed senior notes due 2019, proceeds of which will refinance $625 million of existing unsecured debt. The rating outlook is stable," S&P said. "The ratings on Elan Corp. plc reflect our belief that it will remain entirely dependent on its multiple sclerosis (MS) treatment, Tysabri, for the foreseeable future," said Standard & Poor's credit analyst Michael Kaplan. "This is highlighted by the proposed spin-off of Elan's discovery unit in the wake of the recent failure of an Alzheimer's treatment candidate. Consequently, we revised our assessment of the company's business risk profile to 'vulnerable,' from 'weak,'" S&P said. "We now consider the financial risk profile to be 'significant,' rather than 'aggressive,' given the company's improved debt to EBITDA ratio as a result of asset sales and the approximately $20 million to $25 million of reduced interest expense as a result of this refinancing transaction. Should the spin-off of the drug development business (pending a shareholder vote and SEC 10-12b filing) be completed, we could raise the financial risk score to 'intermediate' if our expectation for a significant increase in cash flow and earnings materializes, as research and infrastructure costs decline reflecting the narrower business focus. While the financial risk profile improves, upon completion of the discovery unit sale, we would not likely consider a ratings upgrade because of Elan's vulnerable business risk profile," S&P said. EME HOMER: Expects to Record $170 Million Charge in Q3 ------------------------------------------------------ EME Homer City Generation L.P. and General Electric Capital Corporation entered into an Implementation Agreement on March 29, 2012, with respect to the Homer City plant. The Implementation Agreement required Homer City, among other things, to enter into one or more implementation transactions at the request of GECC for the divestiture of its leasehold interest in the Homer City plant and to assist GECC in obtaining certain third-party consents or waivers. On Sept. 21, 2012, Homer City, as assignor, and Homer City Generation, L.P., an affiliate of GECC, as assignee, entered into a Master Transaction Agreement for the divestiture by Homer City of its interest in the Homer City plant. Under the MTA, Homer City has agreed to transfer substantially all of its rights in and assets related to the Homer City plant, and specified liabilities, to Assignee. Completion of the transaction is subject to a number of closing conditions, including obtaining the consent of more than two- thirds of the bonds issued under the Indenture, dated as of Dec. 7, 2001, between Homer City Funding LLC and The Bank of New York, as successor trustee which consent may be provided through a plan of reorganization confirmed by any United States bankruptcy court. Homer City previously impaired the carrying value of the Homer City plant and disclosed that the remaining assets and specified liabilities were expected to be transferred to an affiliate of GECC upon the completion of an implementation transaction under the Implementation Agreement, which was expected to result in a further loss. As a result of the MTA, Homer City has concluded that the assets that are expected to be transferred pursuant to the MTA are required to be classified as assets held for sale at Sept. 30, 2012. The assets that are classified as held for sale are required to be written down to fair value which is equal to the carrying value of the liabilities that Homer City will transfer to the Assignee. Accordingly, Homer City expects to record a charge of approximately $170 million during the third quarter of fiscal year 2012. As part of the MTA, Homer City will retain the post retirement other than pensions obligations and pension obligations and will be required to contribute approximately $32 million to voluntary employee beneficiary association trusts to fund the estimated PBOP liabilities. Termination benefits for employees are expected to be pursuant to existing plans. About Homer City Homer City, Pennsylvania-based EME Homer City Generation L.P., is a Pennsylvania limited partnership with Chestnut Ridge Energy Company as a limited partner with a 99.9 percent interest and Mission Energy Westside Inc. as a general partner with a 0.1 percent interest. Both Chestnut Ridge Energy and Mission Energy Westside are wholly owned subsidiaries of Edison Mission Holdings Co., a wholly owned subsidiary of EME. EME is an indirect wholly owned subsidiary of Edison International. EME Homer City was formed for the purpose of acquiring, owning and operating three coal-fired electric generating units and related facilities located in Indiana County, Pennsylvania with an aggregate capacity of 1,884 MW, which Homer City collectively refers to as the "Homer City plant," for the purpose of producing electric energy. Homer City acquired the Homer City plant on March 18, 1999, and completed a sale-leaseback of its facilities to third parties in December 2001. Certain divestitures of Homer City's leasehold interest in the plant are subject to consent rights of the holders of the secured lease obligation bonds issued in connection with the original sale-leaseback transaction. GECC is currently engaged in discussions and has reached an agreement in principle on a non- binding restructuring term sheet with certain of the holders of the secured lease obligation bonds regarding amendments to the terms of the 8.137% Senior Secured Bonds due 2019 and the 8.734% Senior Secured Bonds due 2026, each issued by Homer City Funding LLC. "Even though an agreement in principle has been reached with certain holders of the secured lease obligation bonds, that agreement may not be approved by the secured lease obligation bondholders as required under the operative documents to effectuate the necessary modifications to the terms of the bonds. If an agreement to modify the terms of the bonds is not approved and consummated, then it is possible that Homer City could become the subject of bankruptcy proceedings," the Partnership said in its quarterly report for the period ended June 30, 2012. Homer City's balance sheet at June 30, 2012, showed $1.24 billion in total assets, $1.71 billion in total liabilities and a $465 million partners' deficit. The Company reported a net loss of $686 million in 2011, compared with net income of $27 million in 2010. PricewaterhouseCoopers LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2011. The indepdendent auditors noted that the Partnership does not expect to generate sufficient capital from operations necessary to meet its obligations, which raises substantial doubt on its ability to continue as a going concern. EMMONS-SHEEPSHEAD: Sec. 341 Creditors Meeting Reset to Oct. 11 -------------------------------------------------------------- The U.S. Trustee for Region 2 in Brooklyn has rescheduled the Section 341(a) Meeting of Creditors of Emmons-Sheepshead Bay Development LLC from Oct. 1, 2012, at 1:00 p.m. to Oct. 11, 2012, at 10:30 a.m. Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in Brooklyn. The Debtor said the property is worth $14 million. It has $32.6 million in total liabilities, including $31 million owed to TD Bank N.A., which is secured by first, second and third priority liens on the property. Judge Elizabeth S. Stong presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as the Debtor's counsel. The petition was signed by Jacob Pinson, managing member, Yachad Enterprises, LLC. EMMONS-SHEEPSHEAD: Hiring Robinson Brog as Counsel -------------------------------------------------- Emmons-Sheepshead Bay Development, LLC, asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to employ Robinson Brog Leinwand Greene Genovese & Gluck P.C. as the Debtor's general counsel, effective as of the Petition Date. Robinson Brog, among others, will provide these professional services: (a) providing advice to the Debtor with respect to its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; (b) negotiating with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a plan, including, if necessary, negotiations with respect to financing a plan; (c) appearing before the various taxing authorities to work out a plan to pay taxes owing in installments; and (d) preparing on the Debtor's behalf necessary applications, motions, motions, answers, replies, discovery requests, forms of orders, reports and other pleadings and legal documents. The Debtor believes that Robinson Brog is a "disinterested person" as that term is defined by the Bankruptcy Code. As compensation, Robinson Brog will receive its customary fees, subject to the submission of appropriate applications and the approval of the Court. Robinson Brog received a $26,046 payment from Emmons Avenue, LLC, an affiliated entity controlled by the Debtor's principal, on Aug. 9, 2012, which amount included the Chapter 11 filing fee. Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in Brooklyn. The Debtor said the property is worth $14 million. It has $32.6 million in total liabilities, including $31 million owed to TD Bank N.A., which is secured by first, second and third priority liens on the property. Judge Elizabeth S. Stong presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as the Debtor's counsel. The petition was signed by Jacob Pinson, managing member, Yachad Enterprises, LLC. EVANS OIL: Has Access to Cash Collateral Until Sept. 28 ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, in a 22nd interim order, authorized Evans Oil Company LLC, et al.'s continued access to the cash collateral until Sept. 28, 2012. The Debtors have requested Fifth Third Bank to extend the interim cash collateral orders pursuant to the terms and upon the conditions set forth in the 22nd interim cash collateral order. As adequate protection from any diminution in value of the lender's collateral, Fifth Third is granted replacement liens on the Debtors' postpetition cash collateral, and in no event to exceed the type, kind, priority and amount, if any, which existed on the Petition Date. As a part of the interim adequate protection payments, and pursuant to the terms of the fourth interim cash collateral order, the Debtors has paid Fifth Third on Sept. 1, 2012, $40,000 for the period through Sept. 30, 2012. A copy of the approved budget is available for free at http://bankrupt.com/misc/evansoil_CC_budget.pdf On June 4, 2012, the Debtors notified the Court that they had cured the alleged default asserted by secured creditor Fifth Third Bank, with respect to their working capital under the interim cash collateral order. In May, the Debtors filed a notice of its intention to cure the alleged default in response to Fifth Third's notice of default due to a breach in the eighteenth interim cash collateral order entered on May 11, 2012. The hearing to consider continued use of cash collateral has been reset to October. About Evans Oil Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC, distributes bulk oil, gas, diesel and lubricant products. Evans Oil, together with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30, 2011. Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel to the Debtors. Garden City Group Inc. is the claims and notice agent. The Parkland Group Inc. is the restructuring advisor. Evans Oil estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. Fifth Third Bank failed in its bid for appointment of a Chapter 11 trustee to replace management. Soneet Kapila was appointed by the bankruptcy judge as facilitator effective on May 10, 2012 for Evans Oil. All due diligence regarding any plan of reorganization or any sale of the Debtors' assets will be facilitated by Mr. Kapila until the earlier of consummation of a sale of all or substantially all of the assets, or (2) confirmation of a plan of reorganization. FIBERTOWER NETWORK: Gets Final Approval to Access Cash Collateral ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, in a final order, authorized FiberTower Network Services Corp., et al.'s use of their prepetition first and second lien lenders' cash collateral. As reported in the Troubled Company Reporter on July 23, 2012, the Debtors and their non-debtor subsidiaries are obligated under: -- an indenture, dated as of Dec. 22, 2009, with Wells Fargo Bank, National Association, as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016. As of the Petition Date, the Company and its affiliates owed in the aggregate principal amount of roughly $132 million; and -- an indenture, dated as of Nov. 9, 2006, as supplemented, with U.S. Bank, National Association, in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012. As of the Petition Date, the Company and its affiliates owed roughly $37 million. As adequate protection from any diminution in value of the lenders' collateral, the Debtor will grant the lenders replacement liens. The Adequate protection liens granted to the first lien secured parties and the second lien parties, however, will not attach to any proceeds of claims for relief obtained pursuant to Chapter 5 of the Bankruptcy Code, if any. The Debtors will also pay (A) to the first lien trustee, ongoing payment in cash on a current basis, no less than monthly, and including any amounts incurred prior to the Petition Date, of the reasonable and documented fees, costs and expenses of the First Lien Trustee in connection with the Chapter 11 Cases (including, without limitations, the fees and expenses of Reed Smith LLP and local counsel as counsel for the First Lien Trustee); and (B) to the holders of First Lien Notes party to a Plan Support Agreement dated as of July 17, 2012, ongoing payment in cash on a current basis, no less than monthly, and including amounts incurred prior to the Petition Date, of the reasonable and documented fees and expenses of the Consenting Noteholders in connection with the Chapter 11 Cases (including, without limitation, the fees and expenses of Stroock & Stroock & Lavan LLP and local counsel as counsel to the Consenting Noteholders). As of June 30, 2012, the Debtors' books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, the Debtors had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, the Debtors had total revenue of roughly $33 million. With the help of FTI Consulting, Inc., their proposed financial advisor, the Debtors' preliminary valuation work shows that the Debtors' enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 2016 Notes outstanding as of the Petition Date. This preliminary valuation work is based upon the assumption that the Debtors' spectrum licenses will not be terminated. About FiberTower FiberTower Corporation, FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to 12-44031) on July 17, 2012, together with a plan support agreement struck with prepetition secured noteholders. FiberTower is an alternative provider of facilities-based backhaul services, principally to wireless carriers, and a national provider of millimeter-band spectrum services. Backhaul is the transport of voice, video and data traffic from a wireless carrier's mobile base station, or cell site, to its mobile switching center or other exchange point. FiberTower provides spectrum leasing services directly to other carriers and enterprise clients, and also offer their spectrum services through spectrum brokerage arrangements and through fixed wireless equipment partners. FiberTower's significant asset is the ownership of a national spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum licenses, including over 740 MHz in the top 20 U.S. metropolitan areas and, in the aggregate, roughly 1.72 billion channel pops (calculated as the number of channels in a given area multiplied by the population, as measured in the 2010 census, covered by these channels). FiberTower believes the Spectrum Portfolio represents one of the largest and most comprehensive collections of millimeter wave spectrum in the U.S., covering areas with a total population of over 300 million. As of the Petition Date, FiberTower provides service to roughly 5,390 customer locations at 3,188 deployed sites in 13 markets throughout the U.S. The fixed wireless portion of these hybrid services is predominantly through common carrier spectrum in the 11, 18 and 23 GHz bands. FiberTower's biggest service markets are Dallas/Fort Worth and Washington, D.C./Baltimore, with additional markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit, Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco and Tampa. As of June 30, 2012, FiberTower's books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, FiberTower had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, FiberTower had total revenue of roughly $33 million. With the help of FTI Consulting Inc., FiberTower's preliminary valuation work shows that the Company's enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 9.00% Senior Secured Notes due 2016 outstanding as of the Petition Date. The preliminary valuation work is based upon the assumption that FiberTower's spectrum licenses will not be terminated. Fibertower Spectrum disclosed $106,630,000 in assets and $175,501,975 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn oversees the Chapter 11 case. Lawyers at Andrews Kurth LLP serve as the Debtors' lead counsel. Lawyers at Hogan Lovells and Willkie Farr and Gallagher LLP serve as special FCC counsel. FTI Consulting serve as financial advisor. BMC Group Inc. serve as claims and noticing agent. The petitions were signed by Kurt J. Van Wagenen, president. Wells Fargo Bank, National Association -- as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016 owed roughly $132 million as of the Petition Date -- is represented by Eric A. Schaffer, Esq., at Reed Smith LLP. An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya, Esq., at Stroock & Stroock & Lavan LLP. Wells Fargo and the Ad Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, as local counsel. U.S. Bank, National Association -- in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012, owed $37 million as of the Petition Date -- is represented by Michael B. Fisco, Esq., at Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq., at McGuire Craddock & Strother PC as local counsel. William T. Neary, the U.S. Trustee for Region 6 appointed five members to the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is represented by Otterbourg, Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman & Leonard, P.A. Goldin Associates, LLC serves as its financial advisors. FIELD FAMILY: Section 341(a) Meeting Scheduled for Oct. 23 ---------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors under U.S.C. Sec. 341(a) in the involuntary Chapter 11 case of Field Family Associates, LLC on Oct. 23, 2012, at 2:00 p.m. at 833 Chestnut Street, Suite 501, in Philadelphia, Pennsylvania. Five creditors filed an involuntary Chapter 11 bankruptcy petition against King of Prussia, Pa.-based Field Family Associates, LLC (Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012. Judge Stephen Raslavich presides over the case. The involuntary petitioners were not represented by a lawyer. FOCUS GRAPHITE: Cease Trade Order Issued After Lac Knife Report --------------------------------------------------------------- Focus Graphite Inc. discloses that the Ontario Securities Commission has, in accordance with its guidelines, issued a Management Cease Trade Order that prohibits, effective immediately, all trading of the securities of the Company by the Chief Executive Officer and the Chief Financial Officer. The MCTO is being issued following a review by the OSC of the Company's disclosure on the Lac Knife Project. The OSC had advised the Company that it was of the view that Focus had disclosed, in numerous documents, the outcomes on a study that includes the economic analysis of the potential viability of mineral resources on the Project that is not supported by a technical report as required by National Instrument in 43-101 - Standards of Disclosure for Mineral Projects. The Company subsequently issued a news release announcing that it had clarified the disclosure on the Project. The management cease trade order will remain in place until lifted by the OSC upon application by the Company following the filing of a current NI 43-101 compliant technical report on the Project. Until the MCTO is lifted, Focus will comply with the alternative information guidelines set out in National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults for issuers who have failed to comply with a specified continuous disclosure requirement within the times prescribed by applicable securities laws. The guidelines, among other things, require the Company to issue bi-weekly default status reports by way of a news release so long as the current NI 43-101 compliant technical report has not been filed. As disclosed in its September 10th news release, the Company is scheduled to release a Preliminary Economic Assessment on the Project within the next few weeks. About Focus Graphite Focus Graphite Inc. is an emerging mid-tier junior mining development company, a technology solutions supplier and a business innovator. It is the owner of the NI 43-101 compliant Lac Knife graphite deposit grading 16% carbon as graphite. The company's goal is to assume an industry leadership position by becoming a low-cost producer of technology-grade graphite. As a technology-oriented enterprise with a view to building long-term, sustainable shareholder value, Focus Graphite is invested in the development of graphene applications and patents through Grafoid Inc. FORESIGHT ENERGY: Moody's Upgrades CFR to 'B2'; Outlook Stable -------------------------------------------------------------- Moody's Investors Service upgraded Foresight Energy LLC's (Foresight) corporate family rating (CFR) and probability of default rating to B2 from B3. At the same time, the rating on Foresight's senior unsecured notes was affirmed at Caa1. The outlook is stable. Issuer: Foresight Energy, LLC Upgrades: Probability of Default Rating, Upgraded to B2 from B3 Corporate Family Rating, Upgraded to B2 from B3 Adjustments: Senior Unsecured Regular Bond/Debenture, Adjusted to LGD5, 81% from LGD5, 77% Rating Rationale The upgrade to the CFR reflects Moody's expectation that the company's operating performance, leverage and debt protection metrics will improve significantly in 2012 and 2013 relative to historical performance, due to significant new production capacity coming online in 2012. Prior to 2012, the company predominantly relied on a single mine, Williamson, for its coal production, and had substantially negative free cash flows due to its capital expansion projects. Following the start-up of Sugar Camp's first longwall mining system on March 1, 2012 and the start-up of Hillsboro's first longwall in the third quarter of 2012, Moody's expects that the company will achieve a significant increase in sales volume and operational diversification. Moody's expects that in 2012, Foresight will sell over 14 million tons of coal, compared to approximately 9 million tons in 2011. Moody's expects Debt/ EBITDA, as adjusted, to decline to under 3.5x from about 5x historically, and free cash flows to improve over the next eighteen months. The ratings also reflect Moody's expectation that following the company's contemplated initial public offering of equity units through a Master Limited Partnership (MLP) structure, if executed as presented in the company's most recent S-1 filing, the company will distribute the majority of cash flows it generates, after payment of maintenance capital expenditures, to its partnership unit holders. Moody's expects that the MLP structure would limit the company's ability to invest in further growth without incurring additional debt. That said, Moody's expects that going forward, the company's expansionary capital requirements will be limited, and its absolute debt levels will remain relatively stable at approximately $1.1 - $1.2 billion, as adjusted and including the long term sale-leaseback arrangements. Foresight's CFR continues to reflect its approximately 3 billion tons of coal reserves, the anticipated low cost of its existing and planned mines, advantageous transportation flexibility, and insignificant legacy liabilities. Although the US coal industry faces a number of challenges, including competition from cheap and abundant natural gas and significant regulatory pressures, Moody's expects that Foresight will be able to grow its sales volumes due to a significant proportion of its sales being made to domestic utilities that have installed sulfurous emissions mitigation equipment (scrubbers) and into the export markets, which Moody's expects to grow. The ratings also consider the company's solid contracted position for the remainder of 2012 and 2013 at favorable prices. The senior unsecured rating is affirmed at Caa1, despite the CFR upgrade, due to the large amount of secured debt in the capital structure, including longwall equipment financing arrangement and the secured credit facility. The notching between the CFR and senior unsecured rating has widened to two notches, in part due to Moody's belief that the contemplated MLP structure may limit the company's ability to pay down its secured debt going forward, which would negatively affect recovery rates for the unsecured debt holders in the event of bankruptcy. The SGL-3 speculative grade liquidity rating reflects Moody's belief that Foresight will maintain an adequate liquidity profile over the next 12 months. As of June 30, 2012, the company had approximately $45 million of cash and $93 million available under its senior secured credit facility, which expires in August 2014. The company is subject to financial maintenance covenants, including a maximum leverage and minimum interest coverage ratios. Moody's expects the company to be in compliance over the next twelve months. The stable outlook is supported by the company's low cost operations and its sales strategy, which includes long-term contracts. Although positive momentum on the ratings is limited due to the expected MLP cash distribution policies, the ratings could be upgraded should adjusted Debt/ EBITDA ratio become sustainable below 3x while EBIT/ Interest appears sustainable above 2.5x. The ratings could be downgraded if Debt/ EBITDA, as adjusted, is expected to increase above 4x, or if the company's liquidity position deteriorates. The principal methodology used in rating Foresight Energy LLC was the Global Mining Industry Methodology published in May 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. GENERIC DRUG: Moody's Affirms 'B2' CFR; Rates New Term Loan 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Generic Drug Holdings, Inc.'s new senior secured term loan and revolver and affirmed the B2 Corporate Family Rating. The outlook remains stable. Ratings assigned: B1 (LGD3, 39%) senior secured term loan of $300 million B1 (LGD3, 39%) senior secured delayed draw term loan of $45 million B1 (LGD3, 39%) senior secured 1st lien revolving credit facility of $35 million Ratings affirmed: B2 Corporate Family Rating B2 Probability of Default Rating Ratings affirmed and expected to be withdrawn at the closing of the refinancing transaction: B1 (LGD3, 36%) senior secured term loans B1 (LGD3, 36%) senior secured 1st lien revolving credit facility Proceeds from the new term loans plus cash on hand will be used to refinance the company's existing debt and fund acquisitions. The ratings affirmation reflects the company's stable operating performance and the positive benefits of additional scale and diversity provided by the acquisitions, offset by higher financial leverage. Ratings Rationale Generic Drug Holdings' B2 Corporate Family Rating is constrained by the company's extremely small size and market share in the drug distribution industry and relatively high financial leverage with adjusted pro forma debt/EBITDA of approximately 5.5 times based on Moody's calculations (including Moody's hybrid adjustment for the company's PIK preferred security). These risks are offset by a diverse business model that also includes an institutional segment (Major Pharmaceuticals), significant customer and vendor diversity, and a good growth outlook for generic pharmaceutical utilization. Financial performance has been steady to date since the 2010 buyout, even though regulatory issues related to controlled substances resulted in minor loss of revenue, and Moody's believes that under most scenarios good performance will continue. Nevertheless, the drug distribution industry remains extremely competitive and it is difficult to fully rule out scenarios in which competitive pressures or other industry dynamics pressure the company's long-term financial performance. The rating outlook is stable. Moody's anticipates steady revenue and EBITDA growth arising from new generic launches and improved customer retention. Over time, Moody's could upgrade the ratings based on strong operating performance, significant cash flow, greater scale and market share, and a substantial decline in financial leverage (e.g. below 3.5 times). Conversely, Moody's could downgrade the ratings if leverage is sustained above 5.5 times due to acquisitions, dividends, or operating performance falling substantially below plan. Scenarios in which this could occur would include a change in competitive dynamics causing rapid margin erosion, or the loss of key contracts in the Major business. The principal methodology used in rating Generic Drug Holdings, Inc. was the Global Distribution & Supply Chain Services Industry Rating Methodology published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Livonia, Michigan, Generic Drug Holdings, Inc. through its subsidiary The Harvard Drug Group, L.L.C. (collectively referred to as "Harvard") is a distributor of branded and generic pharmaceutical products, over-the-counter products, respiratory medicines and compounding supplies. The company has been privately-owned by Court Square Capital Partners since an April 2010 buy-out transaction. In 2011, the company reported net revenues of approximately $408 million. GK GUZMAN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: GK Guzman & Associates dba NuWay Linen Rentals 1385 Vendels Circle Paso Robles, CA 93446 Bankruptcy Case No.: 12-13541 Chapter 11 Petition Date: September 21, 2012 Court: U.S. Bankruptcy Court Central District of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: Jill M. Himlan, Esq. GRIFFITH & THORNBURGH 8 E. Figueroa Street P.O. Box 9 Santa Barbara, CA 93102 Tel: (805) 965-5131 Fax: (805) 965-6751 E-mail: himlan@g-tlaw.com - and ? Joseph M. Sholder, Esq. GRIFFITH & THORNBURGH LLP 8 E. Figuerora Street, Suite 300 Santa Barbara, CA 93101 Tel: (805) 965-5131 Fax: (805) 965-6751 E-mail: sholder@g-tlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb12-13541.pdf The petition was signed by Gustavo Guzman, president. GOOD HOME: Case Summary & 5 Unsecured Creditors ----------------------------------------------- Debtor: Good Home, LLC 293 Debra Court Vineland, NJ 08361 Bankruptcy Case No.: 12-24735 Chapter 11 Petition Date: September 21, 2012 Court: U.S. Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Judith K. Fitzgerald Debtor's Counsel: Jeffrey T. Morris, Esq. MORRIS, JOBE & COOK, LLC 310 Grant Street, Suite 1412 Pittsburgh, PA 15219 Tel: (412) 281-6181 Fax: (412) 281-6174 E-mail: jmorris@mjcllc.comcastbiz.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its five unsecured creditors is available for free at: http://bankrupt.com/misc/pawb12-24735.pdf The petition was signed by Bryan Varallo, managing member. GRAY TELEVISION: To Repurchase $225MM of 10.5% Sr. Lien Notes ------------------------------------------------------------- Gray Television, Inc., has commenced an offering of $250.0 million aggregate principal amount of senior notes due 2020 in a private offering that is exempt from the registration requirements of the Securities Act of 1933. The Notes will be the Company's senior unsecured obligations and will be guaranteed by all of the Company's existing, and certain future, subsidiaries. The Company intends to use the net proceeds from the offering of the Notes to (i) repurchase for cash up to $225.0 million of the Company's outstanding 10 1/2% senior secured second lien notes due 2015 pursuant to a cash tender offer by the Company and (ii) pay related fees and expenses. If the Company does not use all of the proceeds from the Offering of Notes to repurchase 2015 notes pursuant to the tender offer for any reason, the Company intends to use the remaining proceeds from the issuance of the Notes to (i) redeem the outstanding shares of the Company's Series D perpetual preferred stock and (ii) repay a portion of the term loans outstanding under the Company's senior credit facility. The completion of the offering of Notes is conditioned upon customary closing conditions. The Company is commencing a refinancing of its existing capital structure. Gray has commenced a cash tender offer for up to $225.0 million of its outstanding 10 1/2% senior secured second lien notes due 2015. The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated Sept. 24, 2012, and the related Letter of Transmittal. Except as required by applicable law, Notes validly tendered may be withdrawn only at or before 5:00 p.m., New York City time, on Oct. 5, 2012, unless extended. Notes tendered after the Early Tender Deadline and on or prior to the Expiration Time may not be withdrawn. In order to be eligible to receive the Early Tender Premium holders of Notes must validly tender and not properly withdraw their Notes at or before the Early Tender Deadline. The Tender Offer will expire at 12:00 midnight, New York City time, on Oct. 22, 2012, unless extended or the Tender Offer is earlier terminated. Gray reserves the right, but is not obligated, to increase the Maximum Repurchase Amount. Gray also announced that, in addition to entering into discussions with its lenders relating to an amendment to its senior credit facility necessary in order to complete the Tender Offer, it has entered into discussions with certain banks relating to an overall refinancing of its senior credit facility, subject to market and other conditions. Gray expects that its refinanced senior credit facility would provide for total commitments of $665.0 million, consisting of a $40.0 million revolving credit facility and a $625.0 million term loan facility. Consistent with the terms of our existing senior credit facility, borrowings under the refinanced senior credit facility are expected to be guaranteed on a senior secured basis by all of our existing and future subsidiaries, and collateralized by a first priority lien on substantially all of our and the guarantors' assets. The refinanced senior credit facility is expected to contain customary affirmative and negative covenants with which we would be required to comply. Proceeds from borrowings under the refinanced senior credit facility are expected to be used to (i) repay outstanding borrowings under our existing senior credit facility, (ii) repurchase or redeem any Notes not previously purchased in the Tender Offer, (iii) redeem the outstanding shares of our Series D perpetual preferred stock and (iv) pay related fees and expenses. Gray has engaged BofA Merrill Lynch and Wells Fargo Securities, LLC as the Dealer Managers for the Tender Offer. Persons with questions regarding the Tender Offer should contact BofA Merrill Lynch at (888) 292-0070 or Wells Fargo Securities, LLC at (866) 309-6316. The complete terms and conditions of the Tender Offer are described in the Offer to Purchase and related Letter of Transmittal, copies of which may be obtained from D.F. King & Co., Inc., the Information Agent and Tender Agent for the Tender Offer, at (800) 431-9633. A copy of the Form 8-K disclosure is available for free at: http://is.gd/Q8SUff About Gray Television Formerly known as Gray Communications System, Atlanta, Georgia- based Gray Television, Inc., is a television broadcast company. Gray currently operates 36 television stations serving 30 markets. Each of the stations are affiliated with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In addition, Gray currently operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8 local news/weather channels and 1 "independent" channel in certain of its existing markets. The Company's balance sheet at June 30, 2012, showed $1.24 billion in total assets, $1.08 billion in total liabilities, $24.99 million in series D perpetual preferred stock, and $135.12 million total stockholders' equity. * * * Gray Television carries 'Caa1' corporate family rating and probability of default rating, with stable outlook, from Moody's. "Moody's views the company's current level of financial leverage, as exacerbated by a concentrated maturity profile, to be unsustainable for a TV broadcaster and indicative of elevated restructuring risk over the longer-term," said Moody's Russell Solomon, Senior Vice President, in April 2010. Pro forma for the pending transaction, all of Gray's debt (including its debt-like Series D Preferred Stock) comes due in 2014-2015. Moody's believes Gray will need to significantly reduce its debt with free cash flow and will probably need to issue additional equity in order to further moderate its leverage profile over the next few years prior to accessing the capital markets again to refinance current obligations. The Caa1 CFR incorporates Moody's view that leverage will remain excessive over at least the next two years. As reported by the TCR on April 9, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc. to 'B' from 'B-'. "The 'B' rating reflects company's still-high debt leverage and weak discretionary cash flow, as well as our expectation that the company will maintain adequate headroom with its financial covenants in the absence of any further tightening of covenant thresholds. The stable rating outlook reflects our expectation that Gray will maintain lease-adjusted debt to average trailing- eight-quarter EBITDA below 7.5x. We also expect the company to generate modest positive discretionary cash flow in 2012," S&P said. GRAY TELEVISION: S&P Hikes Rating on Sr. Secured Term Loan to 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its recovery rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc.'s proposed senior secured term loan B due 2019 to '2', indicating its expectation of substantial (70% to 90%) recovery in the event of a payment default, from '3' (50% to 70% recovery expectation). "In addition, we raised our issue-level rating on the proposed term loan to 'B+'--one notch higher than our 'B' corporate credit rating on the company--from 'B', in accordance with our notching criteria for a recovery rating of '2'," S&P said. "The rating action follows the upsizing of the company's senior unsecured notes yesterday to $300 million from $250 million. We expect the term loan B to decrease in size by $50 million, resulting in greater recovery prospects for the term loan. The upsizing has no effect on our 'CCC+' issue-level rating or recovery rating of '6' (0% to 10% recovery expectation) on the notes, or our 'B' corporate credit rating on Gray. The rating outlook on the company is stable," S&P said. "The 'B' corporate credit rating reflects Gray's high debt leverage and weak discretionary cash flow, both of which we expect will persist. The stable rating outlook reflects our expectation that Gray will maintain lease-adjusted debt to average trailing- eight-quarter EBITDA below 7.5x. Pro forma for the proposed transaction, leverage (on an average trailing-eight-quarter basis) will be 7x. We also expect the company to generate modest positive discretionary cash flow in 2012," S&P said. RATINGS LIST Gray Television Inc. Corporate Credit Rating B/Stable/-- $300M sr unsecd nts due 2020 CCC+ Recovery Rating 6 Revised Ratings To From Gray Television Inc. Term loan B due 2019 B+ B Recovery Rating 2 3 GWR OPERATING: Moody's Affirms 'Caa1' Corp. Family Rating --------------------------------------------------------- Moody's Investors Service affirmed GWR Operating Partnership, L.L.L.P.'s Caa1 Corporate Family Rating (CFR) and Probability of Default Rating (PDR). Moody's also affirmed the company's $230 million guaranteed first mortgage notes due 2017 rated B3. In addition, Moody's changed GWR's outlook to positive from developing. Ratings Rationale The change in outlook to positive reflects GWR's steady improvement in operating performance from both higher occupancy and room rates along with a continued focus on managing its cost structure which has enabled the company to improve EBITDA and EBITDA margins. GWR reported EBITDA of about $84 million for the last twelve month period ending June 30, 2012 compared to around $59 million for fiscal 2009. As a result, GWR's leverage declined to about 6.4 times while EBITDA less capex to total interest increased to around 1.6 times for the twelve month period ending June 30, 2012. The Caa1 CFR reflects GWR's high leverage, modest scale, limited diversification, and high operating leverage given its fixed cost base. The ratings also reflect GWR's improved operating performance as well as its solid brand recognition, good asset value relative to the first mortgage notes, and adequate liquidity. Ratings affirmed and LGD updates are: Corporate Family Rating at Caa1 Probability of Default Rating at Caa1 $230 million guaranteed first mortgage notes due 2017 at B3 (LGD3, 40% from LGD 3, 33%) Speculative Grade Liquidity Rating rated SGL-3 The positive outlook reflects Moody's view that GWR should continue to strengthen operating performance through further RevPar growth and a continued focus on cost improvements. The outlook also incorporate Moody's view that GWR will maintain adequate liquidity. Factors that could result in a higher rating would include a sustained improvement in operating performance, successful ramp-up of newer properties, and a material and sustained improvement in debt protection measures. Specifically, an upgrade would require debt to EBITDA of under 7.0 times and EBITDA minus capital expenditures to gross interest well above 1.1 times on a sustained basis. Factors that could result in a downgrade include a prolonged or more severe decline in operating performance, the ramp-up of newer properties were to fall short of expectations, or any event that causes the company's overall probability of default to increase. The principal methodology used in rating GWR Operating Partnership was the Global Lodging & Cruise Industry Rating Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. GWR Operating Partnership, L.L.L.P.'s is a wholly owned subsidiary of Great Wolf Resorts, Inc., which owns, operates, and/or manages hotel resort properties specializing in in-door water parks. Annual revenues are approximately $300 million. HAMPTON ROADS: Former Eastern Bank CEO Appointed to Board --------------------------------------------------------- Hampton Roads Bankshares, Inc., has expanded its Board of Directors and appointed Charles M. Johnston to the Board. Johnston has over three decades of experience in finance and banking, including over 15 years in senior management positions with community banking institutions. Henry P. Custis, Jr., Chairman of the Board of the Company, said, "We are very pleased to welcome Chuck to the Board of Hampton Roads Bankshares. He brings deep roots and a proven track record in community banking, and we are confident that the Company will benefit greatly from his experience and independent perspective. Chuck's appointment to the Board represents another step in advancing the Company's long-term strategy of being the most meaningful community bank in the mid-Atlantic region." Johnston served as Chief Financial Officer of Eastern Bank Corporation, an $8 billion bank holding company headquartered in Boston, from 2003 until his retirement in March 2012. He was Chief Financial Officer of Commonwealth Bancorp, a $2 billion bank holding company headquartered in Philadelphia, from 1996 until its sale to Citizens Financial Group in 2003. From 1994 to 1996, he was Chief Financial Officer of TFC Enterprises, an auto finance company headquartered in Norfolk, Virginia. Previously, he served in Treasury, Financial Planning and Investor Relations roles at Mellon Bank Corporation and Treasury, Accounting and Internal Audit roles at United States Steel Corporation. Johnston, a native of Pittsburgh, earned a BS in Commerce at the University of Virginia and an MBA from Duquesne University. About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and fifteen ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company reported a net loss of $98 million in 2011, compared with a net loss of $210.35 million in 2010. The Company's balance sheet at June 30, 2012, showed $2.07 billion in total assets, $1.92 billion in total liabilities, and $149.34 million in total shareholders' equity. HAMPTON ROADS: Consummates Sale of Bank Deposits to BNC Bancorp --------------------------------------------------------------- Hampton Roads Bankshares, Inc., the holding company for The Bank of Hampton Roads and Shore Bank, has completed the sale of deposits associated with the Gateway Bank & Trust Company branches located at 4725 SW Cary Parkway in Cary, NC, and 504 Meadowmont Village Circle in Chapel Hill, NC, to Bank of North Carolina, a subsidiary of BNC Bancorp, pursuant to an agreement announced on April 30, 2012. BHR will continue to service the Raleigh, NC, area through its branch located at 2235 Gateway Access Point, Raleigh, NC. Under the terms of the agreement, Bank of North Carolina also acquired the land, building and personal property associated with the Preston Corners branch, assumed BHR's lease for the Chapel Hill branch and acquired its associated personal property, and acquired certain unimproved land in Chapel Hill, NC. Bank of North Carolina is continuing to operate the Preston Corners and Chapel Hill branches. Further terms of the transaction were not disclosed. About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and fifteen ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company reported a net loss of $98 million in 2011, compared with a net loss of $210.35 million in 2010. The Company's balance sheet at June 30, 2012, showed $2.07 billion in total assets, $1.92 billion in total liabilities, and $149.34 million in total shareholders' equity. HDD ROTARY: Lawsuit Over Ownership of PTech+ Goes to Trial ---------------------------------------------------------- The lawsuit over the ownership of an invention known as PTech+ technology will go to trial after a bankruptcy judge denied a motion for summary judgment filed by the plan agent for HDD Rotary Sales LLC. According to Bankruptcy Judge Marvin Isgur, there is a genuine issue of material fact. Tiger Trading Inc. filed the adversary proceeding on Nov. 4, 2011, seeking a declaratory judgment that it owns 30% of PTech+ technology. Rights in PTech+ comprised a significant portion of HDD Rotary Sales' assets when it filed bankruptcy. In HDD Rotary's main bankruptcy case, Tiger Trading filed a motion for adequate protection to protect its asserted rights in PTech+. On Nov. 21, 2011, Tiger Trading and HDD Rotary entered into an agreement, incorporated into an order issued by the Court, concerning the motion for adequate protection. The terms of the agreed order allowed confirmation of HDD Rotary's plan -- and the sale of all of HDD Rotary's assets, including PTech+ -- to go forward, but delayed distribution of the sale proceeds until final adjudication of the adversary proceeding. The adversary proceeding will determine the relative rights of the parties and the division of the sale proceeds. Tiger Trading's ownership rights in PTech+, if any, attached to the sale proceeds pursuant to the agreed order. The nature and extent of Tiger Trading's claims against the estate will also be determined in the adversary proceeding. If Tiger Trading does not have a 30% ownership interest in PTech+, Tiger Trading may have an unsecured claim against the estate for Tiger Trading's alleged breach of contract. "A major issue in this adversary proceeding is whether Tiger Trading obtained ownership rights in PTech+ technology prior to July 14, 2009 (the date of the patent application). One of Tiger Trading's arguments is that it received an assignment of rights in PTech+ technology pursuant to an agreement reached in 2008 amongst Thorn Huffman (representing Tiger Trading), Gary Haub (representing HDD Rotary), and Cain Pacheco (inventor of PTech+)," Judge Isgur noted. Tiger Trading argues that the agreement involved a present assignment of rights in a future invention (PTech+). HDD Rotary -- now Mr. Ogle as Plan Agent -- disagrees, saying there is a complete absence of factual support for Tiger Trading's assertion. The lawsuit is, Tiger Trading, Inc., Plaintiff(s), v. HDD Rotary Sales, LLC, et al, Defendant(s), Adv. Proc. No. 11-3566 (Bankr. S.D. Tex.). A copy of the Court's Sept. 11, 2012 Memorandum Opinion is available at http://is.gd/marlROfrom Leagle.com. About HDD Rotary HDD Rotary Sales LLC sells, services and support drill pipe and drill stem components -- from the top drive sub down to the drill bit. HDD Rotary developed its own proprietary connection and patent pending PTECH+ technology. HDD Rotary filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 11-38053) on Sept. 23, 2011, in Houston. Leonard H. Simon, Esq., at Pendergraft & Simon LLP, in Houston, Texas, serves as counsel to the Debtor. The Debtor posted $9,000,000 in assets and $9,000,000 in liabilities in its schedules. Gary Haub, managing member, signed the petition. HDD's assets were sold to Redneck Pipe Rentals, Inc. The Court confirmed HDD Rotary's Chapter 11 plan on Dec. 22, 2011. The confirmed plan in the case allowed for the selection of an agent to effectively implement the plan. Examples of the Plan Agent's powers and responsibilities include the ability to prosecute avoidance actions and claim objections. Robert Ogle was eventually selected as Plan Agent. HEALTHWAREHOUSE.COM INC: Eduardo Altamirano Assumes CFO Position ---------------------------------------------------------------- On Sept. 24, 2012, Patrick E Delaney, chief financial officer, treasurer and secretary of HealthWarehouse.com, Inc., submitted his resignation effective immediately. The Board of Directors of the Company appointed Eduardo Altamirano, age 31, as Chief Financial Officer, Treasurer and Secretary. Mr. Altamirano joined the Company as Vice President of Marketing and Communications in May 2012. From June 2010 to April 2012, he served as Vice President, Investment Banking, at Roth Capital Partners, a privately owned investment banking firm that focuses on small-cap public companies. Between 2003 and 2010, he held increasingly responsible investment banking, private equity and equity research positions at Riveria Investment Group, UBS and Credit Suisse. Roth Capital Partners, Riveria Investment Group, UBS and Credit Suisse are not affiliates of the Company. Mr. Altamirano holds a B.B.A. in Finance and a B.A in International Studies from Southern Methodist University. There are no family relationships between Mr. Altamirano and any director or executive officer of the Company, and he has no direct or indirect material interest in any transactions with the Company. About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e- commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. The Company's balance sheet at March 31, 2012, showed $2.5 million in total assets, $5.7 million in total liabilities, redeemable preferred stock of $659,310, and a stockholders' deficit of $3.9 million. The Company reported a net loss of $5.71 million in 2011, compared with a net loss of $3.69 million in 2010. "Since inception, the Company has financed its operations primarily through product sales to customers, debt and equity financing agreements, and advances from stockholders. As of March 31, 2012 and December 31, 2011, the Company had negligible cash and a working capital deficiency of $4,479,571 and $2,404,464, respectively. For the three months ended March 31, 2012, cash flows included net cash used in operating activities of $177,395, net cash used in investing activities of $81,043 and net cash provided by financing activities of $258,401. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended March 31, 2012. In the auditors' report accompanying the consolidated financial statement for the year ended Dec. 31, 2011, Marcum LLP, in New York, expressed substantial doubt about HealthWarehouse.com's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. HEARTHSTONE HOMES: Judge Approves, But Cuts Committee Lawyers' Fee ------------------------------------------------------------------ Chief Bankruptcy Judge Thomas L. Saladino approved the amended application for payment of fees and expenses filed by Gross & Welch, P.C., L.L.O., attorneys for the Committee of Unsecured Creditors in the Chapter 11 case of Hearthstone Homes Inc., at the reduced amount of $53,048.00, plus expenses in the amount of $1,602.95, for a total of $54,650.95. The law firm originally sought payment of $85,681.50 for fees and $1,602.95 for expenses. The U.S. Trustee, the Chapter 11 trustee for Hearthstone Homes, and Wells Fargo Bank, N.A., objected to the fee request. Judge Saladino noted that the "case is somewhat unusual in that nearly all of the fees requested by counsel for the Creditors Committee were for services performed after the appointment of the Chapter 11 trustee." Judge Saladino, citing In re Pacific Ave., LLC, 467 B.R. 868-870 (Bankr. W.D.N.C. 2012), pointed out that once a Chapter 11 trustee is appointed, the role of the Creditors Committee should be reduced since the trustee has a statutory fiduciary duty to the same unsecured creditors represented by the Committee. Accordingly, the Committee should limit its involvement and avoid unnecessary duplication of the trustee's efforts. "The parties are in agreement that the services of attorneys for committees are considered 'necessary' if they are incurred in furtherance of the committee's statutory duties under the Code. However, the objecting parties seem to believe that little or none of the fees incurred by the applicant should be approved. The objections do not dispute the reasonableness of the rates charged or validity of the time spent. Instead, the objections pertain to whether the applicant's efforts were reasonable and necessary, or an unnecessary duplication of the trustee's efforts. The objections take the position that it was quite clear early on that the unsecured creditors would not realize any recovery from the over-encumbered real and personal property of the estate, so the role of the committee with regard to estate assets, financing, etc. should have been quite limited. Instead, the objections assert that the Committee and the applicant should have focused only on the recovery of assets that might benefit unsecured creditors," Judge Saladino said. "The applicant did file a brief in support of the fee application, but it failed to address the specifics of the objections. Instead, the applicant seems to be relying upon the premise that the role of the Committee is extremely broad and that the services were generally provided in furtherance of the Committee's statutory functions," Judge Saladino continued. "While I generally agree that the applicant failed to 'limit the issues deemed necessary to investigate and not become overly involved in the case,' I do believe that many of the services of the applicant are compensable." The judge ended his decision by saying, "Disputes over fee applications are not pleasant for any of the parties involved -- the applicant, the objecting parties, and the judge. The applicant ends up spending substantial time in an effort to support the necessity and reasonableness of the time it has already incurred. The objecting parties have to expend considerable effort to show that the applicant's charges were not necessary or reasonable. The judge, of course, is left with the task of determining what was reasonable and necessary, even though there is no dispute that the applicant actually performed the work. It is my sincere hope that the Committee and its counsel will hereafter proceed with recognition of its limited role in light of the role of the trustee. In particular, the Committee's focus should be on assisting the trustee with the recovery of assets for the benefit of the bankruptcy estate," A copy of the Court's Sept. 12, 2012 Order is available at http://is.gd/F7c1Ezfrom Leagle.com. About Hearthstone Homes Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha, Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012. ketv.com reported that Hearthstone Homes sought bankruptcy protection after a deal to sell the company fell through. Hearthstone Homes' principal business activities have been the purchase, development and sale of residential real property for 40 years. Chief Judge Thomas L. Saladino presides over the case. The Debtor is represented by Robert F. Craig, P.C. Hearthstone estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. Wells Fargo N.A., the primary lender, is represented by lawyers at Croker Huck Kasher DeWitt Anderson & Gonderinger LLC. The Official Committee of Unsecured Creditors was appointed on March 2, 2012. Gross & Welch, P.C., L.L.O., represents the Committee. On March 9, 2012, Wells Fargo Bank filed a motion to appoint a Chapter 11 trustee, saying the Debtor had no unencumbered assets, no cash, and no present source of income. On March 13, an order was entered granting the motion to appoint a Chapter 11 trustee. The U.S. Trustee, through consultation with creditors, selected C. Randel Lewis to be the Chapter 11 trustee, which was approved by the Court on March 21, 2012. HERITAGE EQUITY: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Heritage Equity & Realty LLC 199 Lee Avenue Suite 192 Brooklyn, NY 11211 Bankruptcy Case No.: 12-46807 Involuntary Chapter 11 Petition Date: September 23, 2012 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Petitioners' Counsel: Boris Kogan & Associates 277 Broadway, Suite 701 New York, NY 10007 Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Cong. Soro B'Ohel Inc. Loan $20,000 143 Hewes Street Brooklyn, NY 11211 Shaya Krausz Loan $100,000 183 Wilson Street Suite 189 Brooklyn, NY 11211 B. Kogan PLLC Services $26,000 236 Broadway Suite 208 Brooklyn, NY 11211 HERTZ CORP: Fitch Withdraws Rating on Various Debts --------------------------------------------------- Fitch Ratings has affirmed and simultaneously withdrawn the Issuer Default Rating (IDR) and various debt ratings of The Hertz Corporation. The affirmations reflect that there have been no material changes to Hertz's financial condition since Fitch's last rating affirmations on Aug. 29, 2012 in connection with Hertz's announcement of a merger agreement to acquire Dollar Thrifty Automotive Group (DTG). On Sept. 10, 2012, Hertz began its cash tender offer to purchase all outstanding shares of common stock of DTG at the announced price of $87.50 per share in a cash transaction valued at a corporate enterprise value of approximately $2.3 billion. Fitch views Hertz's acquisition of DTG as neutral to existing ratings, as the higher price tag is offset by improved underlying company performance and Fitch's belief that the acquisition is strategically complementary. While the proposed price per share is substantially higher than Hertz's last offer, the cash outlay and incremental debt financing is not expected to result in a significant increase in leverage. Pro forma leverage, based on corporate debt to corporate EBITDA, would have been 3.7x at June 30, 2012 on a combined basis, compared to 3.2x for Hertz standalone. Based on its latest quarterly filings as of June 30, 2012, Hertz has minimal corporate debt coming due except its corporate revolver, which is not expected to mature until March 2016. The company also has approximately $4.9 billion of primarily short- term, secured, nonrecourse borrowings under its fleet facilities, which are expected to mature between 2013 and 2018. These borrowings are primarily revolving in nature and arise from ongoing funding needs for operations and fleet expenditures. This amount excludes a $474.7 million senior convertible note for Hertz Global Holdings, which became convertible in January 2012. Fitch believes that cash generated from operations, proceeds from the disposal of vehicles and equipment, as well as available amounts under Hertz's various liquidity facilities are more than sufficient to meet upcoming maturities. Fitch has affirmed the following ratings and simultaneously withdrawn them: The Hertz Corporation -- Long-term IDR at 'BB-', Outlook 'Stable'; -- Senior secured revolving facility at 'BBB-'; -- Secured term facility at 'BBB-'; -- Letter of credit facility at 'BBB-'; -- Senior unsecured at 'BB-'. ICEWEB INC: David Lane, et al., to Resell 50-Mil. Common Shares --------------------------------------------------------------- Iceweb, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the sale by David Lane, Michael Schmahl, Kenneth Ikemiya, et al., of up to 50,025,620 shares of the Company's common stock, which includes 13,455,958 shares which are presently outstanding and 36,569,662 shares issuable upon the exercise of warrants with exercise prices ranging from $0.074 to $0.15 per share. All of these shares of the Company's common stock are being offered for resale by the selling security holders. The Company will not receive any proceeds from the sale of these shares by the selling security holders. However, the Company will receive proceeds from the exercise of the warrants if they are exercised for cash by the selling security holders. The Company will bear all costs relating to the registration of these shares of the Company's common stock, other than any selling security holders' legal or accounting costs or commissions. The Company's common stock is quoted on the regulated quotation service of the OTC Bulletin Board under the symbol "IWEB". The last reported sale price of the Company's common stock as reported by the OTC Bulletin Board on Sept. 19, 2012, was $0.07 per share. A copy of the Form S-1 prospectus is available for free at: http://is.gd/FfvN71 About IceWEB Inc. Sterling, Va.-based IceWEB, Inc., manufactures high performance unified data storage appliances with enterprise storage management capabilities. The Company's balance sheet at June 30, 2012, showed $3.1 million in total assets, $7.9 million in total liabilities, and a stockholders' deficit of $4.8 million. Sherb & Co., LLP, in Boca Raton, Florida, stated in its report on the consolidated financial statements of the Company for the years ended Sept. 30, 2011, and 2010, that the Company had net losses of $4.7 million and $7.0 million respectively, for the years ended Sept. 30, 2011, and 2010, which raise substantial doubt about the Company's ability to continue as a going concern. IMAGE TRANSFORM: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Image Transform, Ltd. 1152 Southeast Gateway Drive Grimes, IA 50111 Bankruptcy Case No.: 12-02967 Chapter 11 Petition Date: September 21, 2012 Court: U.S. Bankruptcy Court Southern District of Iowa (Des Moines) Judge: Anita L. Shodeen Debtor's Counsel: Michael P. Mallaney, Esq. HUDSON, MALLANEY, SHINDLER & ANDERSON, P.C. 5015 Grand Ridge Drive, Suite 100 West Des Moines, IA 50265-5749 Tel: (515) 223-4567 Fax: (515) 223-8887 E-mail: mpmallaney@hudsonlaw.net Scheduled Assets: $908,831 Scheduled Liabilities: $1,217,693 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/iasb12-02967.pdf The petition was signed by Nancy Cherkas, vice president. INNER CITY: Gets 45-Day Extension to File Chapter 11 Plan --------------------------------------------------------- Marie Beaudette at Dow Jones' DBR Small Cap reports that Inner City Media Corp. will keep control over its Chapter 11 case through Oct. 19 while regulators continue to review its plan to sell its radio stations to its senior lenders. About Inner City On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd., signed involuntary Chapter 11 petitions for Inner City Media Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to 11-13979) to collect on a $254 million debt. The Petitioning Creditors are party to the senior secured credit Facility pursuant to which they (or their predecessors in interest) extended $197 million in loans to the Alleged Debtors to be used for general corporate purposes. More than two years ago, the Alleged Debtors defaulted under the Senior Secured Credit Facility, and in any event the entire amount of principal and accrued and unpaid interest and fees became immediately due and payable on Feb. 13, 2010. Inner City Media's affiliates subject to the involuntary Chapter 11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC- NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C., Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III, L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi, L.L.C., and Urban Radio of South Carolina, L.L.C. Judge Shelley C. Chapman granted each of Inner City Media Corporation and its debtor affiliates relief under Chapter 11 of the United States Code. The decision came after considering the involuntary petitions, and the Debtors' answer to involuntary petitions and consent to entry of order for relief and reservation of rights. Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J. Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader, Wickersham & Taft LLP. Attorneys for CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth & Zabel LLP. Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel. Rothschild Inc. serves as the Debtors' financial advisors and investment bankers. GCG Inc. serves as the Debtors' claims agent. The United States Trustee said that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Inner City Media because an insufficient number of persons holding unsecured claims against the Debtor has expressed interest in serving on a committee. INTEGRA HEALTHCARE: Court Trims Lawsuit Against SIMBA, LeBlanc -------------------------------------------------------------- Bankruptcy Judge Brenda T. Rhoades dismissed portions of the Third Amended Complaint to Avoid Preferential and/or Fraudulent Transfers, and for Breach of Fiduciary Duty commenced by Linda S. Payne, the chapter 7 trustee for Integra Healthcare Holdings Ltd. and its affiliated debtors, against SIMBA Ventures Holdings Ltd., SIMBA Ventures GP LLC, and David LeBlanc. The Chapter 7 Trustee sued SIMBA Ventures Holdings, Ltd., SIMBA Ventures GP, LLC, David LeBlanc, Hedy LeBlanc, the CRL Family Trust, the Whitaker Family Trust, and the WEL Family Trust to avoid and recover alleged preferential and fraudulent transfers pursuant to 11 U.S.C. Sections 547 and 548, and for breach of fiduciary duty. The Defendants seek dismissal of all the claims, arguing the Plaintiff has failed to frame a viable cause of action despite several amendments of her complaint. The Plaintiff alleges that David LeBlanc formed IHH in February 2006 for the purpose of acquiring and developing post-acute healthcare facilities focusing on inpatient rehabilitation therapy services and skilled nursing service. His alleged goal was to build or acquire 850 beds in 15 facilities over a five-year period. The Plaintiff alleges that LeBlanc formed IHM for the purpose of managing these facilities. The Plaintiff alleges that LeBlanc built or acquired several facilities between February 2006 and December 2007. In particular, IHP was formed in May 2006 for the purpose of operating a soon-to-be constructed facility in Plano, Texas. IHBR was formed in December 2006 for the purpose of operating a pre-existing facility in Baton Rouge, Louisiana. The precise ownership of these entities is complicated. In general terms, the Plaintiff alleges that David LeBlanc, the CR Family Trust, the Whitaker Family Trust and the WEL Family Trust owned SIMBA Ventures Holdings, Ltd. ("SVH"), and that David LeBlanc and his wife Hedy owned the entity that was the general partner of SVH. The Plaintiff further alleges that SVH owned 99% of IHH, and that David LeBlanc and his wife Hedy owned the entity that was the general partner of IHH. The Plaintiff alleges that IHH, in turn, owned 100% of IHBR and 60% of IHP. IHBR was a profitable facility. IHP was not. The Plaintiff alleges that David LeBlanc and the various entities he controlled used IHBR to fund the operational expenses of IHP. The Plaintiff alleges that the Defendants transferred funds from IHBR to other Debtors, including IHP, and to SVH. The Plaintiff complains that the Defendants' actions caused IHBR to become insolvent. The Plaintiff alleges that SVH funded the operations of one or more of the Debtors. The Plaintiff alleges that, as a result, the Debtors became indebted to SVH. The Plaintiff alleges that, as of March 27, 2008, the debt due to SVH was $15,812,311. The Plaintiff's Third Amended Complaint does not include specific details, such as when the alleged funding occurred, which Debtor received the funding, how much each Debtor allegedly received from SVH, or how much each Debtor owed to SVH on the Petition Date. The Plaintiff generally alleges that the Debtors' obligation to SVH remained due and owing as of the bankruptcy petition date. The Plaintiff seeks to recover pre-petition transfers totaling $38,682,930. The alleged transfers occurred between February 2007 and March 2009. The Exhibits attached to the Plaintiff's Third Amended Complaint reflect that approximately $30,000,000 of the alleged transfers was made from the same Debtor to the same Debtor or from one Debtor to another Debtor. The Plaintiff alleges that the Debtors transferred $8,556,856 to non-debtor parties. Several of these non-debtor parties are not defendants in this action. The total amount the Plaintiff alleges that the Debtors transferred to non-defendants is $703,769. In addition, the attachments to the Plaintiff's Third Amended Complaint reflect that one transfer from IHP to SVH in the amount of $300,000 occurred post-petition. In its ruling, the Court ruled that the Defendants' motion will be granted as to (1) the Section 547(b) claim for the recovery of transfers that occurred more than one-year prior to bankruptcy; (2) any claim for the recovery of transfers from the Debtors to themselves or to each other, for transfers to non-defendants, for transfers to Defendants other than SVH, or for transfers that occurred post-petition; (3) any claim for breach of fiduciary duty based on actions occurred more than two years before the filing of the Third Amended Compliant; and (4) the claim for constructive fraud except as to transfers from IHBR that occurred within two years of bankruptcy. The Plaintiff's motion to amend her Third Amended Complaint will be denied. The lawsuit is, LINDA S. PAYNE, TRUSTEE, Plaintiff, v. SIMBA VENTURES HOLDINGS, LTD., SIMBA VENTURES GP, LLC, DAVID LEBLANC, HEDY LEBLANC, CRL FAMILY TRUST, WHITAKER FAMILY TRUST and WEL FAMILY TRUST, Defendants, Adv. Proc. No. 10-4241 (Bankr. E.D. Tex.). A copy of the Court's Sept. 24, 2012 Memorandum Opinion is available at http://is.gd/98rieHfrom Leagle.com. About Integra Hospital Integra Hospital Plano LLC, Integra Hospital Baton Rouge LLC, Integra Hospital Management LLC, and Integra Healthcare Holdings Ltd. each filed Chapter 11 bankruptcy cases (Bankr. E.D. Tex. Case Nos. 08-42998, 08-42999, 08-43001 and 08-43002) on Nov. 15, 2008. Plano, Texas-based Integra -- http://www.integrahospitalplano.com/ -- operated a physical rehabilitation center. Judge Brenda T. Rhoades oversees the Chapter 11 case. Carol E. Jendrzey, Esq., and Lindsey Graham, Esq., at Cox Smith Matthews, in San Antonio, Texas, have been tapped as bankruptcy attorneys. The U.S. Trustee for Region 6 appointed creditors to serve on an Official Committee of Unsecured Creditors. William L. Medford, Esq., at Greenberg Traurig LLP, represented the Committee. In their petition, Integra Hospital estimated assets and debts of $100 million to $500 million. The Court converted each of the cases to chapter 7 on March 31, 2009, and appointed Linda S. Payne as the chapter 7 trustee. INTERPROPERTIES HOLDING: Fitch Holds 'BB-' Rating on $185MM Notes ----------------------------------------------------------------- Fitch Ratings has affirmed the ratings of Interproperties Holding (Interproperties) as follows: Interproperties: -- Foreign currency Issuer Default Rating (IDR) at 'BB-'; -- Local currency IDR at 'BB-'; Interproperties Finance Trust (IFT): -- Foreign currency IDR at 'BB-'; -- Local currency IDR at 'BB-'; -- USD185 million senior secured notes at 'BB-'. IFT, the issuer of the notes, is a trust constituted under the laws of the Cayman Islands solely to issue the secured notes. The notes are structured as if they were senior secured obligations of Interproperties. The Rating Outlook is Stable Interproperties' ratings reflect its solid business position in Peru's shopping center industry with participation in eight shopping centers, stable and predictable cash flow generation, and the low working capital requirements nature of the industry. Incorporated in the ratings is the company's stable revenue stream derived from its lease portfolio and the credit profile of its main tenants. The lease revenues are predominately fixed in nature and also provide for the pass-through of ongoing maintenance and operating expenses for the company's properties, which lowers business risk. Factors that constrain the rating are limited asset and tenant diversification, high leverage, execution risk related to its capex plan. Integration to Major Peruvian Retail Operator Incorporated: The company's operations complement a diversified retail platform as Interproperties is integrated as a central component of the business strategy of the retail holding company Intercorp Retail Peru, which is oriented to expand its operations in the supermarket, pharmacy, department stores, and home improvement retail formats. The expected business growth in Intercorp Retail Peru's operations ensures high occupancy levels for the Interproperties' assets and is the main driver behind Interproperties' important capex plan. As of June 30, 2012, approximately 70% of the company's total GLA was occupied by tenants that belong to the same economic group. Positive Business Environment: Interproperties is expected to continue to benefit from the strong industry fundamentals as a result of a positive macroeconomic environment coupled with a limited supply of leasable shopping areas. Peru's favorable economic environment has led to increases in disposable income, which in turn has boosted retail sales growth at a higher rate than Peru's inflation rate and GDP growth. Furthermore, there is a limited supply of gross leasable area in the shopping centers, and, therefore, an inadequate supply of space to meet the demands of the main retailers. The ratings reflect the view that the company will continue to benefit from the country's positive business environment. The Peruvian economy is forecasted to post growth rates of 5.8% and 6.2% during 2012 and 2013, respectively, after growing by 6.9% and 8.8% in 2011 and 2010, respectively. Operating Metrics Trending Positive, Limited Diversification: The company's operational performance reflects its portfolio quality, evidenced by the high level of occupancy, positive trending in tenant sales, and rent per square meter. Interproperties achieved a 98% occupancy rate during the second quarter of 2012. This compares with 97% during 2Q2011. The company's tenant consolidated sales totaled USD196 million during the first half of 2012 (1H2012), representing increases of 42% over 1H2011, while same sales store (SSS) during 1H2012 increased by 16% versus 1H2011. In addition, the company had a 26% increase in the level of rent per square meter (m2) to during 1H2012. The company's revenues for the last 12 month (LTM) ended in June 2012 was approximately USD25.1 million, adjusted by the effect of the change in fair value of assets (USD6.9 million). The ratings factor Interproperties' geographic, income, and tenant diversification. The company has operations in eight malls. The company's three largest malls are Real Plaza Huancayo, Real Plaza Primavera, and Real Plaza Arequipa that represent approximately 19%, 18%, and 16%, respectively, (or 53% combined) of the company's total revenue. In addition, the company's tenant composition is concentrated as its 10 most important tenants represent approximately 45% and 72% of the company's total annual rent revenue and total GLA, respectively. This concentration is counterbalanced by the credit quality of these tenants. Capex Plan to Increase GLA 80% by 2014: Interproperties is currently implementing an aggressive capex plan with several greenfield and expansion projects, which are expected to be funded with the company's liquidity, cash flow generation (EBITDA), and equity increases During the LTM ended June 2012, the company added approximately 25,641 square meters to its gross leasable area (GLA) for a total GLA of 191,140 square meters. The company's capex plan for 2012 and 2013 is expected to reach levels of approximately USD100 million and USD115 million, respectively, increasing the company's total GLA to 249,615 square meters and 346,585 square meters by the end of 2013 and 2014, respectively. The company has adjusted its original plan (September 2011) by giving priority to complete expansion projects in several of its shopping centers during 2011-12 period, while the Salaverry project, which was initially scheduled to be completed by the end 2013 with an original GLA target of 66,000 square meters, has been rescheduled and is now expected to be opened in 2014 and will add 73,642 square meters. The company's implementation of its capex plan should increase cash flow generation. During LTM June 2012, the company's EBITDA was USD19 million, Fitch's base case considers Interproperties' EBITDA (annual basis) will be around USD30 million by the end of 2013. Leverage Expected to Remain High during 2012-13 Period: Interproperties had USD199 million of debt at the end of June, resulting in a total debt-to-EBITDA ratio of 10.4x. Business deleverage is expected to start taking place as projects are completed, resulting in a decline in the company's forecasted gross financial leverage to around 9x and 7x by the end of 2012 and 2013, respectively. FCF is expected to be negative during 2012-13 period - driven by the capex plan. Equity infusions should support the financial needs of the company during 2012-13 period. Interproperties is in compliance with the covenants related to the secured notes as well as bank loans. Adequate Liquidity and Good Collateral Support: The secured notes (USD185 million) are the main component of the company's total debt of USD199 million by the end of June 2012, considers only interest payments during the first three years. The notes' structure provides financial flexibility to the company to complete the capex plan and increase its cash flow generation. Interest payments related to the secured notes are estimated around USD16 million per year during 2012-14 period. In 2015, the company will start to face a total amount related to the secured notes in debt service of principal and interests of USD25.4 million, which should be covered by the expected EBITDA levels at that point in time. Positively incorporated, the notes are secured by encumbered assets that are composed by real properties with a commercial value of approximately USD267 million (net of secured loans) by the end of June 2012, which results in a current LTV ratio of 69% for the secured notes. Rating Drivers: Key rating drivers include the development of the Peruvian macroeconomic environment in which the company operates. The Stable Outlook reflects Fitch's expectation that Interproperties will complete its capex plan as scheduled and reach EBITDA levels by the end of 2013 that would be sufficient to cover principal and interest payments. The Stable Outlook also incorporates the view that the company's adjusted gross leverage will be around 7x by the end of 2013. Positive Rating Actions: Interproperties' ratings could be positively affected by significant improvement in its cash flow generation, credit metrics, and collateral support due to capex plan completion ahead of original schedule. An upgrade is not likely to occur until the company completes its capex plan, reverses its free cash flow trends and lowers leverage; which is not expected to occur during the next 12-month period ended in June 2013. Negative Rating Actions: Delays in the company's capex plans for 2012 and 2013 would likely result in a negative rating action. A rating downgrade could be triggered by a decline in the Peruvian macroeconomic environment in which the company operates, and/or delays in the execution of the capex plan, resulting in a deterioration of the company's credit profile and collateral support. JACUZZI BRANDS: S&P Affirms 'CCC' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Chino, Calif.-based spa and bath manufacturer Jacuzzi Brands Corp. to developing from negative. "At the same time, we affirmed all of our ratings on the company, including the 'CCC' corporate credit rating," S&P said. "The outlook revision and affirmation reflect our assessment of Jacuzzi's refinancing risk relative to its upcoming term loan maturities," said credit analyst Maurice Austin. "Jacuzzi recently extended the maturity of its $45 million asset-based lending facility to December 2013 from February 2013, but the facility has a springing maturity of October 2013 if its $35.2 million term loan due 2013 is still outstanding as of that date." "The rating outlook is developing, reflecting Jacuzzi's refinancing risk. We expect to see a slight improvement in 2012 EBITDA from last year due to the company's ongoing rationalization and cost-cutting measures. Still, debt-to-EBITDA should remain above 10x in 2012, with EBITDA coverage of interest of about 1.5x," S&P said. "We could raise the ratings if the company is able to improve its operating performance while addressing its upcoming debt maturities and improving its liquidity position," S&P said. "If the company is unable to refinance its $185 million senior secured credit facilities by the third quarter of 2013, we could lower the ratings," S&P said. JEWISH COMMUNITY CENTER: Case Trustee Can Hire Accountant --------------------------------------------------------- The Bankruptcy Court for the District of New Jersey has authorized Catherine E. Youngman, as Chapter 11 Trustee for Jewish Community Center of Greater Monmouth County, to employ Bederson & Company LLP as accountant. The professional services to be rendered are: a. Review of the debtor's and the estate's tax obligations; b. Preparation of tax returns for the estate as required; c. Analysis of the claims asserted by secured creditors and others; d. Attendance at meetings pursuant to my request; and e. Performance of such other duties as may be necessary and appropriate to assist me in the administration of the estate. The Chapter 11 Trustee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Jewish Community Headquartered in Deal Park, New Jersey, Jewish Community Center of Greater Monmouth County, A Not-For-Profit Corporation -- http://jccmonmouth.org/-- offers services, programs, events, activities, and facilities to Jewish families and individuals in Monmouth County. Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. JEWISH COMMUNITY CENTER: Youngman Appointed as Chapter 11 Trustee ----------------------------------------------------------------- Judge Michael Kaplan of the Bankruptcy Court for the District of New Jersey has approved the appointment of Catherine E. Youngman as Chapter 11 Trustee for Jewish Community Center of Greater Monmouth County. Headquartered in Deal Park, New Jersey, Jewish Community Center of Greater Monmouth County, A Not-For-Profit Corporation -- http://jccmonmouth.org/-- offers services, programs, events, activities, and facilities to Jewish families and individuals in Monmouth County. Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. JEWISH COMMUNITY CENTER: Case Trustee Hiring Atkins as Appraiser ---------------------------------------------------------------- Catherine E. Youngman, as Chapter 11 Trustee for Jewish Community Center of Greater Monmouth County, asks the Bankruptcy Court for the District of New Jersey for authorization to employ A. Atkins Appraisal Corp. as appraiser. According to the Chapter 11 Trustee's court filing, the firm has been selected because it is experienced in this type of appraisal and is qualified to fully and accurately appraise the debtor's assets and inventory. The Chapter 11 Trustee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Jewish Community Center Headquartered in Deal Park, New Jersey, Jewish Community Center of Greater Monmouth County, A Not-For-Profit Corporation -- http://jccmonmouth.org/-- offers services, programs, events, activities, and facilities to Jewish families and individuals in Monmouth County. Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. JEWISH COMMUNITY CENTER: Case Trustee Can Hire Forman Holt ---------------------------------------------------------- The Bankruptcy Court for the District of New Jersey has authorized Catherine E. Youngman, as Chapter 11 Trustee for Jewish Community Center of Greater Monmouth County, to employ Forman Holt Eliades Ravin & Youngman, LLC as its counsel. The professional services to be rendered will include: a. Investigation and prosecution of claims on behalf of the Trustee and the debtor's estate; b. Preparation of notices, applications, motions, certifications, and complaints, and the prosecution or settlement thereof, on behalf of and for the benefit of the Trustee and the debtor's estate; c. Assistance to the Trustee in connection with the liquidation of the assets of the estate as is appropriate under the circumstances; d. Preparation of correspondence to and attendance at conferences with the debtor and creditors of the estate, the Court, the Office of the United States Trustee and parties-in-interest; and e. Any other purpose that is necessary and proper to assist the Trustee in carrying out his duties in the administration of the estate. The Chapter 11 Trustee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Jewish Community Center Headquartered in Deal Park, New Jersey, Jewish Community Center Of Greater Monmouth County, A Not-For-Profit Corporation -- http://jccmonmouth.org/-- offers services, programs, events, activities, and facilities to Jewish families and individuals in Monmouth County. Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. JHK INVESTMENTS: Can Use Bay City Cash Collateral Through Oct. 10 ----------------------------------------------------------------- Judge Alan H.W. Shiff of the U.S. Bankruptcy Court for the District of Connecticut has signed off on a stipulation between JHK Investments, LLC, and Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co. Investment Fund L.P., on the use of cash collateral and granting adequate protection. Bay City alleges a first priority secured claim against all of JHK's assets, including JHK's cash and accounts receivable. JHK alleges that it is essential to JHK's business and operations, and the preservation of the value of its assets, that it obtain a preliminary order authorizing it to use cash receipts to pay business expenses necessary to avoid irreparable harm to the estate. Under the terms of the stipulation, JHK is authorized to use cash collateral, which may be subject to the liens of Bay City, through Oct. 10, 2012, in accordance with the budget. In exchange for the preliminary use of cash collateral by JHK, and as adequate protection for Bay City's interests therein, Bay City is granted replacement or substitute liens in all post-petition assets of JHK and proceeds. Judge Shiff clarifies that it is the purpose and intent of the Order to allow JHK to use accounts receivable which may constitute cash collateral of Bay City on a revolving basis, and to provide Bay City with liens upon post-petition assets to the extent that Bay City held valid liens as of the Petition Date, so that their interests therein will not be diminished during the pendency of the Chapter 11 case. The Debtor earlier asserted that the value of its assets is far in excess of the Bay City debt and therefore a significant equity cushion exists. The existence of equity cushions is more than adequate to protect Bay City's purported liens. In addition, Bay City has a mortgage on the guarantor's real estate with additional equity. About JHK Investments JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating under $100 million in assets and more than $10 million in liabilities. Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C., represents the Debtor. Westport, Connecticut-based JHK is an investment company founded by the former senior management team of United States Surgical Corporation. Founded by Leon C. Hirsch in 1963, USSC became a global medical device manufacturer with sales exceeding $1.2 billion and employing $4,000 Connecticut residents. Following the success of USSC, Mr. Hirsch and two other senior USSC executives created JHK in order to produce and develop new markets and penetrate established markets throughout the world for high-tech medical devices. JHK owns equity in several start-up medical subsidiaries. The start-ups include Interventional Therapies, LLC, Auditory Licensing Company, LLC, Biowave Corporation, Gorham Enterprises, LLC, and American Bicycle Group, LLC. Bay City claims to be owed $31 million for funding provided to the Debtor since January 2011. The principals at JHK -- Mr. Hirsch, Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's obligations, pledged the property in Wilton, Connecticut to secure obligations under the guaranty, and pledged all equity interests of JHK. In March 2012, Eleuthera, in its capacity as administrative agent for Bay City, declared an event of default as a result of the passage of the maturity date and the failure to pay the entire amount outstanding. On Aug. 28, 2012, Bay City and Eleuthera purported to exercise the pledge agreements insofar as they purported to register the Principals' interest in JHK in the name of Eleuthera, as nominee for Bay City, and purported to reserve their right to exercise voting rights in JHK. JHK INVESTMENTS: Schedules Filing Deadline Reset to Sept. 28 ------------------------------------------------------------ The Bankruptcy Court for the District of Connecticut has extended the deadline in which JHK Investments, LLC, should file its schedules of assets and liabilities and statement of financial affairs through and including Sept. 28, 2012. JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating under $100 million in assets and more than $10 million in liabilities. Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C., represents the Debtor. Westport, Connecticut-based JHK is an investment company founded by the former senior management team of United States Surgical Corporation. Founded by Leon C. Hirsch in 1963, USSC became a global medical device manufacturer with sales exceeding $1.2 billion and employing $4,000 Connecticut residents. Following the success of USSC, Mr. Hirsch and two other senior USSC executives created JHK in order to produce and develop new markets and penetrate established markets throughout the world for high-tech medical devices. JHK owns equity in several start-up medical subsidiaries. The start-ups include Interventional Therapies, LLC, Auditory Licensing Company, LLC, Biowave Corporation, Gorham Enterprises, LLC, and American Bicycle Group, LLC. Bay City claims to be owed $31 million for funding provided to the Debtor since January 2011. The principals at JHK -- Mr. Hirsch, Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's obligations, pledged the property in Wilton, Connecticut to secure obligations under the guaranty, and pledged all equity interests of JHK. In March 2012, Eleuthera, in its capacity as administrative agent for Bay City, declared an event of default as a result of the passage of the maturity date and the failure to pay the entire amount outstanding. On Aug. 28, 2012, Bay City and Eleuthera purported to exercise the pledge agreements insofar as they purported to register the Principals' interest in JHK in the name of Eleuthera, as nominee for Bay City, and purported to reserve their right to exercise voting rights in JHK. JOHN BECK II: Telemarketer Files for Chapter 11 Bankruptcy ---------------------------------------------------------- Dawn McCarty at Bloomberg News reports that John N. Beck II filed for Chapter 11 protection in the U.S. Bankruptcy Court, Northern District of California (Case No. 12-47882). According to Bloomberg, Mr. Beck II sought bankruptcy protection after a federal court imposed a lifetime ban that put him out of the infomercial and telemarketing businesses. Mr. Beck listed assets of as much as $10 million and debt of as much as $500 million. The report says a court ordered Mr. Beck and other marketers of three systems including "John Beck's Free & Clear Real Estate System" to pay $478 million for deceiving close to 1 million consumers, the Federal Trade Commission said in an Aug. 23 statement. Bloomberg notes the FTC case is Federal Trade Commission v. John Beck Amazing Profits LLC, 09-CV-4719, U.S. District Court for the Central District of California. According to Bloomberg, John N. Beck II is a marketer of so-called get-rich-quick systems. JIN SUK KIM: Court Approves Stipulation Over Sale of Mall Property ------------------------------------------------------------------ Bankruptcy Judge Thomas J. Catliota signed off on a Stipulation and Consent Order between La Union Center LLC and Marc Albert, the disbursing agent for the estate of the Jin Suk Kim Trust, resolving an emergency motion to compel the Jin Suk Kim Trust to (1) sell and transfer mall property pursuant to the confirmed Chapter 11 plan, and (2) distribute funds pursuant to a cash collateral agreement. The Jin Suk Kim Trust, dba La Union Mall, filed for Chapter 11 (Bankr. D. Md. Case No. 11-14033) on March 1, 2011, listing under $50,000 in both assets and debts. A copy of the petition is available at no charge at http://bankrupt.com/misc/mdb11-14033.pdf The Trust is represented by Janet M. Nesse, Esq., at Stinson Morrison Hecker LLP. Affiliate Jin Suk Kim filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 10-18008) on April 12, 2010. The Jin Suk Kim Trust was the owner of real property, improvements and related personal property located at 1401 University Boulevard East, Hyattsville, Maryland. La Union Center was the secured creditor with a first priority security interest and lien on the Mall Property. On June 4, 2012, La Union Center filed a Disclosure Statement and a Plan of Reorganization, which was amended on June 6. Following a hearing held on July 25, the Court entered an Order Approving Disclosure Statement and Confirming Amended Plan of Reorganization Proposed by Secured Creditor La Union Center. Pursuant to the Plan and Confirmation Order, Marc Albert was appointed as the Disbursing Agent for the Debtor's estate. The Debtor was required to sell and transfer the Mall Property to La Union Center on the Effective Date in full satisfaction of La Union Center's claims in the Debtor's case. The Effective Date of the Plan occurred on Aug. 13, 2012. On Aug. 16, 2012, La Union Center filed a Motion to Compel the Debtor to (1) Sell and Transfer Mall Property Pursuant to Confirmed Chapter 11 Plan, and (2) Distribute Funds Pursuant to Cash Collateral Agreement. On Aug. 17, the Estate and the Disbursing Agent filed a response. On Aug. 29, 2012, the Court held a hearing on the Motion and Response. On Aug. 30, the Court entered a Consent Order Authorizing Disbursing Agent to Issue Deed. By the Order, the Court authorized and directed the Disbursing Agent to execute and deliver the deed to the Mall Property to La Union Center, and further directed that all rents collected from the Mall Property be held in escrow until further order of the Court or agreement by the parties. On Aug. 31, the Disbursing Agent delivered the executed deed to the Mall Property to La Union Center. The parties attempted to settle the remaining issues in dispute, including the payment of open invoices relating to the Mall Property and distribution of cash on hand, but were unsuccessful in reaching a resolution. On Sept. 5, 2012, the Court held a telephonic hearing and issued a ruling on the payment of open invoices relating to the Mall Property. Specifically, the Court held that the Estate was responsible for all bills which were due and/or accrued prior to Aug. 31, 2012, and that La Union Center was responsible for all bills due or accruing after Sept. 1, 2012. Further, the Court held that any invoices for goods or services which spanned both pre- and post-sale of the Mall Property, or any invoices which benefited both the Estate and La Union Center, should be apportioned and paid by both parties. The parties have negotiated in good faith and have reached a consensual resolution with respect to all remaining issues and have agreed to settlement of all open matters. Pursuant to the Stipulation, the parties agree that: 1. Site Management Company is directed to immediately close all accounts relating to the Estate and shall turn over to the Disbursing Agent all money and property relating to the Debtor's Estate, including but not limited to books, records, checks, and cash on hand. 2. La Union Center and the Disbursing Agent have agreed that in satisfaction of all amounts owned by La Union Center to the Estate in respect of the Court's ruling, the Estate will have exclusive title to all cash on hand as of Sept. 5, 2012, in the amount of $90,442.83. This includes all amounts delivered to Site Management as of Sept. 5, 2012 whether or not the checks cleared by that date. 3. All current rents received after Sept. 5, 2012 shall be the exclusive property of La Union Center. 4. The Estate will pay all invoices contained in Tabs 2 and 3 of the Invoice Binder. The Estate shall not be responsible to pay the invoices contained in Tab 1 of the Invoice Binder. 5. Any additional invoices or claims relating to the Mall Property not contained in the Invoice Binder shall be paid (a) by the Estate if the goods or services were provided prior to August 31, 2012; (b) by La Union Center if the goods or services were provided after August 31, 2012, or (c) by the Parties on a pro- rated basis if they relate to both pre and post August 31. La Union Center is not aware of or has been advised of any additional invoices in categories (a) or (c). 6. The Estate will retain sole ownership of all accounts receivable relating to former tenants who were not in possession of space at the Mall Property as of Aug. 31, 2012. 7. The Disbursing Agent and La Union Center will jointly pursue The Matthews Group to recover the past due rental amounts due to the Estate and to enforce rent obligations owed to La Union Center from Sept. 1, 2012 forward. 8. La Union Center and the Disbursing Agent, on behalf of the Estate, will jointly pursue an action against Site Management Company for return of the $37,440 commission which was paid without authorization and in contravention of the Cash Collateral Agreement and any other claims the estate may have against Site Management. Whiteford Taylor & Preston will be lead counsel. Any settlement of such claims shall require the consent of both Parties. Any funds paid by Site Management (via settlement or judgment), will be split 50% to Estate and 50% to La Union Center. 9. Any real estate tax refund due with respect to the Mall Property will be payable solely to La Union Center, and all governmental agencies who may process any such refund will remit the refund to La Union Center LLC. The Disbursing Agent and the Estate will have no claim to any such refund. 10. The Disbursing Agent will provide any and all records in his possession relating to the Mall Property to La Union Center and will direct that Site Management Company to cooperate with La Union Center during this transition of records. 11. Site Management is ordered to cooperate with La Union Center in respect of providing information and records relating to the Mall Property and responding fully to all requests for information relating to the Mall Property. A copy of the Court's Sept. 20, 2012 Stipulation and Consent is available at http://is.gd/6mTqRjfrom Leagle.com. La Union Center is represented by Brent C. Strickland, Esq., and Kristen B. Perry, Esq. -- bstrickland@wtplaw.com -- at Whiteford Taylor Preston LLP, Baltimore, Maryland. KINETEK HOLDINGS: Nidec Acquisition No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Service commented that the B3 corporate family rating of Kinetek Holdings Corp remains unchanged following the announcement by Nidec Corporation that it has agreed to acquire Kinetek. Kinetek Holdings Corp., headquartered in Deerfield, Illinois, is a manufacturer of custom-engineered electric motors, gear-motors, gearing, electronic controls, system solutions, and elevator control products. Sales for the fiscal year ending December 2011 were $400 million. KNIGHT CAPITAL: S. Bisgay Named COO; B. Strauss Promoted to CRO --------------------------------------------------------------- Knight Capital Group, Inc., announced that Executive Vice President and Chief Financial Officer Steven Bisgay has added responsibility as Chief Operating Officer, effective immediately. Mr. Bisgay joined Knight in June 2001 and was named Chief Financial Officer in August 2007. During his tenure at the firm, Mr. Bisgay has overseen the development of Knight's financial infrastructure, acquisitions of numerous businesses, establishment of internal audit and enhancement of reporting functions. Going forward he is responsible for all financial and operational aspects of the firm, including accounting, finance, treasury, risk management, operations, technology, human resources, business development and investor relations. He has more than 20 years of experience in the securities and financial services industries. Mr. Bisgay received a bachelor of science in accounting from Binghamton University and a master of business administration from Columbia University. "Steve is a proven talent with expansive knowledge of Knight's operations and tremendous respect from colleagues," said Tom Joyce, Chairman and Chief Executive Officer, Knight Capital Group. "After careful consideration, we concluded it was best to consolidate responsibility for all financial, operational and technology risk under a single executive." Mr. Joyce added, "I'm pleased with the work to date to fine-tune processes and realign resources. As a result of the efforts, I believe Knight is better situated to pursue growth from a stronger foundation." Knight also announced that Managing Director Brian Strauss was promoted to the newly-created position of Chief Risk Officer with global responsibility for credit, market and operational risk management. Mr. Strauss joined Knight in August 2009 and was named Chief Credit Officer in October 2010. In that role, he oversaw the buildout and enhancement of the firm's credit control infrastructure. He will report to Mr. Bisgay. "Brian brings a disciplined approach to risk management that speaks to the depth of his experience," said Mr. Bisgay. "He is highly regarded within the capital markets risk community. Since joining Knight, he's made a clear impact through building an effective team, instituting global risk management systems and advancing the firm's handling of credit risk." As part of a continuing review of technology operations, Knight has initiated an internal and external search for a Chief Technology Officer to report to Mr. Bisgay. During the search process, Managing Director Michael Tobin, a 12-year veteran of Knight, will serve as interim CTO. Knight has also begun an external search for an Operational and Technology Risk Manager to report to Mr. Strauss. In addition, Executive Vice President Steven Sadoff will transition to building the firm's correspondent clearing, prime brokerage and futures businesses from overseeing operations, services and technology. "Steven Sadoff has led several critical initiatives at Knight including the buildout of Knight's trading floor technology, networking infrastructure and clearing operations," said Mr. Joyce. "I'm excited about Knight's clearing-focused initiatives, which I've asked Steve to lead, as they leverage Knight's execution capabilities to expand our client offering." Mr. Strauss oversees all credit, market and operational risk management at Knight and has more than 25 years of capital markets credit and risk experience. Mr. Strauss has been Chief Credit Officer of Knight since October 2010. Prior to his appointment, he was Head of Credit Risk for Knight's institutional fixed income business. Mr. Strauss joined Knight in August 2009. Prior to that, he was a Managing Director and Senior Credit Officer at UBS Americas Inc. from 2004 to 2009, serving as Co-Head of Hedge Fund Credit in the Americas and managing a team of credit officers and analysts. Earlier, he was a Managing Director and Capital Markets Credit Officer at Bank One. Mr. Strauss is highly active in the New York capital markets risk community. He is the President of the Risk Management Association - New York Chapter (RMA NY) and is a former Chairperson of the Capital Markets Credit Analysts Society (CMCAS). Mr. Strauss received a bachelor of science in finance from Georgetown University and a master of business administration from the Leonard N. Stern School of Business at New York University. About Knight Capital Knight Capital Group (NYSE Euronext: KCG) -- http://www.knight.com/-- is a global financial services firm that provides access to the capital markets across multiple asset classes to a broad network of clients, including broker-dealers, institutions and corporations. Knight is headquartered in Jersey City, N.J. with a global presence across the Americas, Europe, and the Asia Pacific regions. At the start of trading on Aug. 1, Knight Capital installed a trading software to push itself onto a new trading platform that the New York Stock Exchange opened that day. But when Knight's new system went live, the firm "experienced a human error and/or a technology malfunction related to its installation of trading software." The error caused Knight to place unauthorized offers to buy and sell shares of big American companies, driving up the volume of trading and causing a stir among traders and exchanges. The orders affected the shares of 148 companies, including Ford Motor, RadioShack and American Airlines, sending the markets into upheaval. Knight had to sell the stocks that it accidentally bought, prompting a $440 million pre-tax loss, the firm announced Aug. 2. Knight Capital averted collapse after announcing Aug. 6 that it has arranged $400 million in equity financing with Wall Street firms including Jefferies Group, Inc., which conceived and structured the investment, as well as Blackstone, GETCO LLC, Stephens, Stifel Financial Corp. and TD Ameritrade Holding Corporation. Knight has said that the software that led to the Aug. 1 trading issue has been removed from the company's systems. The New York Stock Exchange nonetheless said Aug. 7 said it "temporarily" reassigned the firm's market-making responsibilities for more than 600 securities to Getco, the high-speed trading firm that also invested in Knight. "This event severely impacted the Company's capital base and business operations, and the Company experienced reduced order flow, liquidity pressures and harm to customer and counterparty confidence," the Company said in its quarterly report for the period ended June 30, 2012. "As a result, there was substantial doubt about the Company's ability to continue as a going concern." Following the event of Aug. 1, 2012, the Company has begun an internal review into such event and associated controls. The Company's balance sheet at June 30, 2012, showed $9.19 billion in total assets, $7.69 billion in total liabilities and $1.49 billion in total equity. L & L EVERGREEN: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: L & L Evergreen, Inc. 19 Day Street Norwalk, CT 06854 Bankruptcy Case No.: 12-51732 Chapter 11 Petition Date: September 24, 2012 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Stephen M. Kindseth, Esq. ZEISLER & ZEISLER 558 Clinton Avenue P.O. Box 3186 Bridgeport, CT 06605 Tel: (203) 368-4234 Fax: (203) 367-9678 E-mail: skindseth@zeislaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb12-51732.pdf The petition was signed by Jan Engstrom, president. L.A. DODGERS: Jones Day to Seek Fees on Behalf of Dewey ------------------------------------------------------- Dewey & LeBoeuf LLP asks the U.S. Bankruptcy Court for the Southern District of New York for authorization to employ Jones Day as special counsel to the Debtor, nunc pro tunc to Sept. 19, 2012, solely for the limited purpose of preparing, filing and prosecuting a final fee application on behalf of DL in connection with the bankruptcy of Los Angeles Dodgers and its affiliates. Prior to the DL's Petition Date, Bruce Bennett, Sidney P. Levinson, James O. Johnston, and Joshua M. Mester provided services in connection with the bankruptcy of LAD and certain of its affiliates. On June 27, 2011, LAD commenced Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. On May 14, 2012, Messrs. Bennett, Levinson, Johnston, and Mester joined Jones Day. Jones Day will not be engaged or retained by DL for any other purpose and will not be required to appeal any order that may be entered by the LAD Bankruptcy Court with respect to the Final Fee Application. Other than with respect to the services to be provided by Jones Day under the comprehensive settlement agreement and stipulation including agreement relating to the Jones Day Final Fee Application (the "LAD Stipulation"), Jones Day will not be precluded from representing or holding any interest adverse to DL in the DL Bankruptcy Case or otherwise by reason of the LAD Stipulation or the performance of services pursuant to the LAD Stipulation. DL consents to and waives any objection it may have to (a) any representation by Jones Day of any adversary of DL or any person holding an interest adverse to DL in the DL Bankruptcy Case or otherwise, and (b) any adverse interest held by Jones Day or any partners, members of counsel, or associates of Jones Day in the DL Bankruptcy Case or otherwise. Based on the facts set forth in the declaration of Sidney P. Levinson, formerly an attorney at DL and now a partner of Jones Day, the Debtor's estate may assert certain claims or causes of action against Jones Day and former DL partners on matters unrelated to LAD Settlement. Jones Day will apply to the LAD Bankruptcy Court for professional compensation at its prevailing hourly rates and for reimbursement for expenses reasonably incurred in connection with the preparation and prosecution of the Final Fee Application and LAD or the LAD Disbursing Agent will directly pay Jones Day all amounts awarded by the LAD Bankruptcy Court on account of such services. The estate of DL will not be responsible for payment of the fees or expenses incurred by Jones Day in connection with the preparation and prosecution of the Final Fee Application. Consequently, the Debtor proposes that Jones Day not be required to file any fee applications in the Southern District of New York Bankruptcy Court. About Dewey & LeBoeuf New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine LLP and LeBoeuf, Lamb, Greene & MacRae LLP. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. About Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. According to Forbes, the Dodgers is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. The Dodgers emerged from bankruptcy on April 30, 2012. The plan is based on a $2.15 billion sale of the baseball club and Dodger Stadium to Guggenheim Baseball Management. The plan pays all creditors in full, with the excess going to Mr. McCourt. LADDER CAPITAL: Fitch Rates $325-Mil. Senior Notes 'BB' ------------------------------------------------------- Fitch Ratings rates Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation's (collectively, Ladder) $325 million senior notes 'BB'. The notes have a coupon of 7.375% and will mature on Oct. 1, 2017. The notes are unsecured and will rank equally in right of payment to all of Ladder's existing and future unsecured unsubordinated debt. The notes feature an optional redemption at the company's option, subject to make-whole provisions. The notes are also subject to early redemption in the event of a change of control and a downgrade of one or more notches as a result of the change in control, unless the company is rated investment grade. Given that the proceeds from the issuance are expected to be used to repay certain of Ladder's outstanding borrowings, Fitch does not believe there will be a material impact on the company's leverage levels as a result of the issuance. Ladder's leverage, measured as debt to equity, was 1.6x at June 30, 2012. Rating Drivers and Sensitivities Ladder's ratings reflect its experienced management team, conservative leverage profile, strong credit and operating trends, and adequate liquidity. Rating constraints include the company's predominantly secured funding profile, with a heavy reliance on short-term funding, limited operating history and revenue diversity, 'key man' risk, and the cyclicality inherent in commercial real estate markets. The following factors may have a positive impact on Ladder's ratings and/or Outlook: -- Improved funding profile with more longer-term financing sources; -- A material decline in short-term funding; -- Stronger unencumbered liquidity levels; -- Consistent and sustained profitability and credit performance through multiple market environments, while maintaining a conservative leverage posture. The following factors may have a negative impact on Ladder's ratings and/or Outlook: -- Deterioration in asset quality; -- Material operating losses; -- A reduction in liquidity relative to outstanding debt; -- An increase in leverage beyond the company's articulated target; -- Material adverse changes to the company's management team. Fitch currently rates Ladder as follows: Ladder Capital Finance Holdings LLLP Ladder Capital Finance Corporation -- Long-term Issuer Default Ratings 'BB'; -- Senior unsecured debt 'BB'. The Rating Outlook is Stable. LAKELAND DEVELOPMENT: Ridgeline to Purchase Santa Fe Springs ------------------------------------------------------------ Ridgeline Energy Services Inc. has exercised its option to purchase the Santa Fe Springs property. The Lease and Option to Purchase Agreement (LOPA) with Lakeland Development Company (Lakeland) was previously announced in April 2012, along with the execution of an Asset Purchase Agreement (APA). It is expected that Ridgeline will close the LOPA concurrent with the closing of the APA. Ridgeline has been operating and conducting business under a lease and a management agreement at Santa Fe Springs since April 2012. The Santa Fe Springs property is a 17 acre parcel of industrially zoned real estate centrally located in the Los Angeles basin. It is ideally located to serve businesses within the southern California market and is also located in close proximity to all three major highways. The Santa Fe Springs facility has an annual conditional use permit from the City of Santa Fe Springs that allows it to accept and processes non-hazardous waste water from commercial and industrial customers in the Los Angeles market. The Santa Fe Springs facility maintains one of the largest discharge permits among service providers supporting the Los Angeles County Sanitation District ("LACSD"). The location of the site, coupled with the existing water discharge permit, has allowed Ridgeline to build a multi-million dollar production facility utilizing its proprietary water treatment technology. Ridgeline currently has one operating water treatment installation in operation and a second system ready to commence treatment, with three more systems in various stages of construction. The Company plans a total of eight to nine systems to be installed on its Santa Fe Springs property over the next 6-9 months. The LOPA has been amended to allow Ridgeline to acquire the property for a combination of stock and cash. The Bankruptcy Court in Lakeland's Chapter 11 Bankruptcy has authorized Lakeland to assume the agreement as amended. The full purchase price is $13 million as per the announced agreement in April 2012. However, the amount due upon closing has been reduced by approximately $2.8 million and allows for deferred payments of the balance over 15 to 18 months. Additional, amendments to the LOPA are outlined as follows; Stock will be issued at a minimum price of $0.70 per share and priced over a 15 month term from the close of the Agreement. The maximum amount of stock to be issued will be capped at 9.9 million shares. Ridgeline anticipates that the total number of shares will be further reduced from this number. The stock will be released to Lakeland over a period of 15 months after the closing of the transaction. Credit for Ridgeline payments made to date of $500,000. Ridgeline will assume liabilities for Lakeland (up to $3.0 million). Payment has been deferred for 15 months from closing further reducing the amount of cash required at closing. Ridgeline will be immediately awarded a $5 million soil remediation contract for the remediation of site conditions. The contract will be assigned to Ridgeline's Environmental and Greenfill divisions. The contract is secured by an insurance settlement and a portion of the stock purchase price held in escrow. Ridgeline will also treat certain water and fluids required to be remediated under a Los Angeles County approved plan, which will further reduce Ridgeline's near-term cash requirements. The net result of these changes is that Ridgeline will pay $2.6 million of upfront cash on closing, as originally planned, with the balance either paid in stock or cash over a deferred 15- 18 months period. There are several benefits to Ridgeline for exercising the purchase option at this time: Ridgeline will secure the Santa Fe Springs water treatment business, which has grown to over $500,000 of sales per month since April of this year, and is expected to continue to growing rapidly. It secures Ridgeline's offering of superior waste water and solids treatment to more than 150 oil and gas, and industrial customers, as well as the Company's future customers in southern California. It will add a valuable and substantial real estate asset to the Company's balance sheet, which can be leveraged for less dilutive expansion capital as needed. The use of stock issued over time and deferred payment for part of the purchase price greatly reduces the upfront cost, while realizing immediate cash flow from these operations. Tony Ker, CEO of Ridgeline, stated, "The rapid revenue growth and significant potential we see at this site as we increased throughput, warranted immediate action to secure the property. We are extremely pleased with the terms we secured for this property and believe this transaction will not only accelerate our growth and profitability, but will serve as a model we can easily replicate at similar facilities around the country. Since our initial agreement in April of 2012, we have increased monthly revenue on an annualized basis from $2.7 million to over $6.9 million, which we plan to expand further as we add additional treatment systems utilizing our water treatment technologies." About Ridgeline Energy Ridgeline Energy Services Inc. is an energy services and water treatment company. The Company is applying proprietary technology to treat water generated from industrial and commercial waste water markets. These markets include a wide variety of clients across a broad spectrum of industries including oil and gas. About Lakeland Development Santa Fe Springs, California-based Lakeland Development Company is a privately held subsidiary in a family of companies headed by Energy Merchant Corp. Lakeland owns the real property located at 12345 Lakeland Road, Santa Fe Springs, California. The real property is composed of 10 parcels totaling roughly 55 acres. Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-25842) in Los Angeles on May 4, 2012. Judge Richard M. Neiter presides over the case. Lawrence M. Jacobson, Esq., at Glickfeld, Fields & Jacobson LLP, and The Law Offices of Richard T. Baum, Esq., serve as the Debtor's counsel. The petition was signed by Michael Egner, chief financial officer. LANGUAGE LINE: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg --------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Language Line Holdings LLC to negative from stable. Existing ratings on the company, including the 'B' corporate credit rating, were affirmed. "Our rating outlook revision to negative from stable reflects our expectation that performance could remain weak and the company's financial policy will remain very aggressive, causing covenant headroom to continue to fall as the covenant levels step down," said Standard & Poor's credit analyst Daniel Haines. "We expect covenant headroom to be under 10% for the foreseeable future." "The corporate credit rating reflects Standard & Poor's expectation that Language Line's financial policy will remain very aggressive and leverage will remain high, which underpins our assessment of the financial risk profile as 'highly leveraged' (based on our criteria). Lease-adjusted leverage is currently at 5.9x and we expect it to remain over 5.5x for the remainder of 2012 and in 2013. The rating also reflects the company's vulnerability to clients moving their translation services in- house, and continued pricing pressure in the over-the-phone interpretation (OPI) market. The company is also vulnerable to economic cyclicality. We believe the company's revenue will continue to decline at a low-single-digit percent rate over the next year. These factors contribute to our view of Language Line's business profile as 'weak,'" S&P said. "Clients typically use Language Line as a supplement to in-house, multilingual capabilities. Although Language Line is the leading outsourced OPI provider, the company's clients could move more of their translation services in-house. Spanish-language OPI accounts for around 70% of Language Line's total billed minutes. As the volume of Spanish-English translation demand grows and Spanish language ability becomes more prevalent, it can become more economical for a client to reduce outsourcing. The company's customer base is reasonably diversified, with its largest customer accounting for less than 5% of its sales. However, four industries--insurance, financial services, health care, and government--have historically accounted for more than 70% of revenue. Consolidation or weakness in these industries could affect Language Line's operating performance," S&P said. LEARNING TRACKS: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: Learning Tracks, LLC dba Learning Nest Tiny Treasures 1710 Whitman Drive Melbourne, FL 32904 Bankruptcy Case No.: 12-12909 Chapter 11 Petition Date: September 21, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Elizabeth A. Green, Esq. BAKER & HOSTETLER LLP 200 S. Orange Avenue Suntrust Center, Suite 2300 Orlando, FL 32801 Tel: (407) 649-4000 Fax: (407) 841-0168 E-mail: egreen@bakerlaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Arun Handa, managing member. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ David and Patricia Lundell Loan $149,333 473 Foxlake Lane La Follette, TN 37766 LIGHTSQUARED INC: Oct. 30 Hearing on LP Lenders' Motion to Sue Set ------------------------------------------------------------------ On Sept. 15, 2012, the Ad Hoc Secured Group of LightSquared LP Lenders filed the motion with the U.S. Bankruptcy Court for the Southern District of New York for the entry of an order granting it, pursuant to Section 105(a) of the Bankruptcy Code, leave, standing and authority to commence, prosecute and/or settle certain claims on behalf of the estates of LightSquared, Inc., et al., against each non-Debtor party to that certain Credit Agreement in the original principal amount of $263,750,000 dated as of July 1, 2011. A hearing on the motion will be held on Oct. 30 at 10:00 a.m. According to papers filed in Court, faced in June 2011 with an impending covenant default under LighSquared LP's primary credit facility, the Debtors' managers had a variety of choices that would have benefited the Debtors and their creditors. "They could have: (i) negotiated with the Debtors' creditors; (ii) caused the Debtors to file for bankruptcy protection, affording all creditors their statutory rights and protections under the Bankruptcy Code, or (iii) made an additional equity investment in the Debtors." Instead, according to the Ad Hoc Secured Group, Debtors' insiders "devised a plan that would benefit themselves to the detriment of the Debtors' creditors, a scheme to stay in the game and hope for a turnaround while granting themselves rights that no non-insider creditors could obtain." According to the Ad Hoc Secured Group, Harbinger Capital Partners LLC, a hedge fund that controls the Debtors, caused LightSquared Inc. to enter into a purported prepetition loan with certain lenders, including Harbinger and an affiliate. As reported in the TCR on Sept. 19, 2012, the holders of $1.08 billion in secured debt in LightSquared LP said LightSquared Inc. received a faulty $263.8 million loan last year. The July 2011 loan should be recharacterized as an equity investment by Harbinger, which contributed $183.8 million of the total, the Ad Hoc Secured Group said. Affiliates committed fraudulent transfers when they guaranteed the loan without receiving anything of value in return, the Ad Hoc Secured Group contended. The Ad Hoc Secured Group made the filing on Sept. 15 to beat a Sept. 28 deadline for challenging the validity of secured claims. The loan, unsecured when it was made, was given security interests in late August 2011, the Ad Hoc Secured Group said. The almost two-month delay in giving liens amounted to a preference the bankruptcy court can set aside, they said. The report relates that the lenders said the transactions "diverted massive value" from other creditors. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, as the Company seeks to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties, prompting the bankruptcy filing. As of the Petition Date, the Debtors employed roughly 168 people in the United States and Canada. As of Feb. 29, 2012, the Debtors had $4.48 billion in assets (book value) and $2.29 billion in liabilities. LightSquared also sought ancillary relief in Canada on behalf of all of the Debtors, pursuant to the Companies' Creditors Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the Ontario Superior Court of Justice (Commercial List) in Toronto, Ontario, Canada. The purpose of the ancillary proceedings is to request the Canadian Court to recognize the Chapter 11 cases as a "foreign main proceeding" under the applicable provisions of the CCAA to, among other things, protect the Debtors' assets and operations in Canada. The Debtors named affiliate LightSquared LP to act as the "foreign representative" on behalf of the Debtors' estates. Judge Shelley C. Chapman presides over the Chapter 11 case. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Kurtzman Carson Consultants LLC serves as claims and notice agent. Counsel to UBS AG as agent under the October 2010 facility is Melissa S. Alwang, Esq., at Latham & Watkins LLP. The ad hoc secured group of lenders under the Debtors' October 2010 facility was formed in April 2012 to negotiate an out-of- court restructuring. The members are Appaloosa Management L.P.; Capital Research and Management Company; Fortress Investment Group; Knighthead Capital Management LLC; and Redwood Capital Management. Counsel to the ad hoc secured group is Thomas E. Lauria, Esq., at White & Case LLP. Philip Falcone's Harbinger Capital Partners indirectly owns 96% of LightSquared's outstanding common stock. Harbinger and certain of its managed and affiliated funds and wholly owned subsidiaries, including HGW US Holding Company, L.P., Blue Line DZM Corp., and Harbinger Capital Partners SP, Inc., are represented in the case by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP. The Office of the U.S. Trustee has not appointed a statutory committee of unsecured creditors. MARY HOLDER: JPMorgan Doesn't Have Superpriority Admin Claim ------------------------------------------------------------ Bankruptcy Judge Michael B. Kaplan ruled that JPMorgan Chase Bank, N.A., does not have a superpriority administrative claim against Mary Holder Agency, Inc., and thus, cannot advance its claim above all other creditors. A copy of the Court's Sept. 24, 2012 decision is available at http://is.gd/1eTmmvfrom Leagle.com. Chase and Mary Holder Agency entered into a loan agreement and guarantee for $50,000 in September 2000, secured by a blanket lien on all of the Debtor's assets. Chase contends that as of the petition date, it held a fully secured claim based on the Debtor's stated assets. Chase claims that as of June 1, 2012, the Debtor owes Chase a principal balance of $65,112.77, interest of $1,278.05, and costs of $239.03. Kimberly Pelky Sdeo, Esq. -- ksdeo@MaselliWarren.com -- at Maselli Warren, P.C., in Princeton, represents JPMorgan Chase Bank, N.A. Mary Holder Agency Inc. filed for Chapter 11 (Bankr. D.N.J. Case No. 11-34280) on Aug. 15, 2011, listing under $1 million in assets and debts. On Dec. 8, 2011, the Court entered an order to convert the case to a proceeding under Chapter 7. Andria Dobin was appointed Chapter 7 trustee. Graig P. Corveleyn, Esq. -- gcorveleyn@sternslaw.com -- at Sterns & Weinroth, in Trenton, represents the Chapter 7 Trustee. MEGA HOTELS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Mega Hotels, LLC, a New Mexico Limited Liability Company dba Comfort Inn and Suites of Las Cruces 1300 Avenida De Mesilla Las Cruces, NM 88005 Bankruptcy Case No.: 12-13503 Chapter 11 Petition Date: September 21, 2012 Court: U.S. Bankruptcy Court District of New Mexico (Albuquerque) Judge: David T. Thuma Debtor's Counsel: R. Trey Arvizu, III, Esq. ARVIZULAW.COM, LTD. P.O. Box 1479 Las Cruces, NM 88004-1479 Tel: (575) 527-8600 Fax: (575) 527-1199 E-mail: trey@arvizulaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nmb12-13503.pdf The petition was signed by Japinderpal S. Sarang, operating manager. MINH VU HOANG: Must Turn Over Diamonds Bought With Estate Money --------------------------------------------------------------- At the behest of Gary Rosen, the Chapter 7 Trustee of the bankruptcy estate of Minh Vu Hoang, Bankruptcy Judge Thomas J. Catliota directed the Debtor to turn over 48.070 carats of diamonds the Debtor allegedly acquired post-petition with estate assets. After a series of evidentiary hearings, the Court held that Ms. Hoang acquired the diamonds with estate assets, and that the diamonds are property of the estate. The Chapter 7 Trustee filed a motion for turnover on Dec. 16, 2010, alleging Ms. Hoang acquired diamonds in six separate transactions. Those transactions allegedly involved diamonds and jewelry totaling in excess of $500,000. A copy of the Court's Sept. 19 Memorandum of Decision is available at http://is.gd/QBvbxIfrom Leagle.com. About Minh Vu Hoang and Thanh Hoang Minh Vu Hoang and Thanh Hoang filed a Chapter 11 petition (Bankr. D. Md. Case No. 05-21078) on May 10, 2005. They served as debtor- in-possession until Gary A. Rosen was appointed as chapter 11 trustee on Aug. 31, 2005. The case was converted to chapter 7 on Oct. 28, 2005, and Mr. Rosen was appointed the chapter 7 trustee and continues to serve in that capacity. Pre-bankruptcy, the Hoangs engaged in a massive asset-concealment scheme. Since 1998, the Hoangs purchased distressed real estate at foreclosure and sold those properties at a profit. The Debtors concealed those assets, through sham entities and paperless transactions, in an effort to impede judgment creditors from executing on any judgments. MOSS FAMILY: Can Employ Daniel Freeland as Counsel -------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana authorized Moss Family Limited Partnership and Beachwalk, L.P., to employ Daniel L. Freeland & Associates, P.C., as counsel, to represent the Debtors under a general retainer, effective as of the Petition Date. Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors as counsel. Moss Family Limited Partnership estimated assets of between $1.0 million and $10.0 million and the same range of debts. The petition was signed by Tom Moss, partner. MOSS FAMILY: Wants to Hire Affiliate as Broker to Sell Properties ----------------------------------------------------------------- Moss Family Limited Partnership asks the U.S. Bankruptcy Court for authority to employ Beachwalk Realty, L.L.C., as broker, to sell its properties located at: i) 112 Cottage Camp, Michigan City, Indiana; and ii) 102 Cottage Camp, Michigan City, Indiana. The proposed broker is an affiliate of the Debtors; however, the broker represents that it neither represents nor holds any interest adverse to the Applicant's estate. Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors as counsel. Moss Family Limited Partnership estimated assets of between $1.0 million and $10.0 million and the same range of debts. The petition was signed by Tom Moss, partner. MOSS FAMILY: Files Schedules of Assets and Liabilities ------------------------------------------------------ Moss Family Limited Partnership filed with the U.S. Bankruptcy Court for the Northern District of Indiana schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ---------- ----------- A. Real Property $6,440,000 B. Personal Property $169,576 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,292,951 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $6,900 ---------- ---------- TOTAL $6,609,576 $6,299,851 A copy of the Schedules is available at: http://bankrupt.com/misc/mossfamily.doc13.pdf Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors as counsel. Moss Family Limited Partnership estimated assets of between $1.0 million and $10.0 million and the same range of debts. The petition was signed by Tom Moss, partner. MOUNTAIN COUNTRY: U.S. Trustee Appoints 7-Member Committee ---------------------------------------------------------- W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Mountain Country Partners, LLC. The Committee members are: 1. Kenneth E. Young, Chair 9 Los Altos Square Los Altos, CA 94022-1423 Tel: (650) 485-3655 E-mail: kennethervinyoung@gmail.com 2. April Ann Baltzell 21 Terraza Del Mar Dana Point, CA 92639 Tel: (949) 248-9365 E-mail: aprilannb@aol.com 3. J.J. Bradshaw 19425 Soledad Canyon Rd. #198 Santa Clarita, CA 91351 Tel: (661) 803-9699 E-mail: buysellrealestate@mail.com 4. Robert O. Buck 1663 Carruthers Memphis, TN 38112 Tel: (901) 278-2401 robuck3@bellsouth.net 5. Richard A. Davis PO Box 542 Dunedin, FL 34697 Tel: (727) 798-2074 E-mail: richdavis777@yahoo.com 6. Alan Jackson 91 Fairlawn Drive Berkeley, CA 94708 Tel: (510) 725-5757 E-mail: jafre07@yahoo.com 7. Peter James 8912 E. Pinnacle Peak Rd, Ste 414 Scottsdale, AZ 85255 Tel: (360) 550-2345 E-mail: mcpspectator@gmail.com About Mountain Country Seven individual investors filed an involuntary Chapter 11 bankruptcy petition against Jacksonville, Florida-based Mountain Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on Feb. 17, 2012. Judge Ronald G. Pearson presides over the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the petitioners. MOUNTAIN COUNTRY: Panel Wants to Retain Jackson Kelly as Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Mountain Country Partners, LLC, asks the U.S. Bankruptcy Court for the Southern District of West Virginia for permission to retain William F. Dobbs, Jr., Esq., and William C. Ballard, Esq., and the firm of Jackson Kelly PLLC as counsel for the Committee. The firm will, among others: a) advise the Committee with respect to its powers and duties in the bankruptcy case; b) assist in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business; c) monitor the progress of the Debtor's bankruptcy proceeding; and d) monitor and participate in the Mountain Country Partners, LLC bankruptcy case. The Committee is satisfied that counsel does not represent any other entity having an adverse interest to the Committee or unsecured creditors in the Debtor's case. About Mountain Country Seven individual investors filed an involuntary Chapter 11 bankruptcy petition against Jacksonville, Florida-based Mountain Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on Feb. 17, 2012. Judge Ronald G. Pearson presides over the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the petitioners. NIGHTINGALE METALS: Case Summary & 7 Unsecured Creditors -------------------------------------------------------- Debtor: Nightingale Metals, Inc. 3 Crownmark Drive Lincoln, RI 02865 Bankruptcy Case No.: 12-13080 Chapter 11 Petition Date: September 24, 2012 Court: United States Bankruptcy Court District of Rhode Island (Providence) Debtor's Counsel: Kevin D. Heitke, Esq. HEITKE LAW OFFICE, LLC 365 Eddy Street Providence, RI 02903 Tel: (401) 454-4100 Fax: (401) 454-4144 E-mail: kdh@hlori.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its seven unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/rib12-13080.pdf The petition was signed by Martha McAdam, trustee of majority shareholder. NORTHEAST ESTATE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Northeast Estate, LLP 20253 Wadena Road Apple Valley, CA 92308 Bankruptcy Case No.: 12-31700 Chapter 11 Petition Date: September 21, 2012 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Wayne E. Johnson Debtor's Counsel: Robert P. Goe, Esq. GOE & FORSYTHE, LLP 18101 Von Karman, Suite 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mail: kmurphy@goeforlaw.com Scheduled Assets: $5,000,000 Scheduled Liabilities: $2,112,554 The Company's list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by Rao V. Daluvoy, managing member. NORTHSTAR AEROSPACE: Name Changed to NSA (USA) Liquidating ---------------------------------------------------------- Northstar Aerospace (USA) Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to approve the change of the Debtors' name and caption of the Chapter 11 cases as contemplated by the approved sale transaction. On July 24, 2012, the Court entered an order approving the sale of the Debtors' assets, and authorizing the assumption and assignment of certain executory contracts and unexpired leases. Pursuant to the sale order, the Court authorized the Debtors to sell substantially all their assets, including trademarks, to Heligear Acquisition Co. Accordingly, the Debtors expect to amend the Certificates of Incorporation for each of the Debtors reflecting these name changes: a. Northstar Aerospace (USA) Inc. -- NSA (USA) Liquidating Corp.; b. Northstar Aerospace (Chicago) Inc. -- NSA (CHI) Liquidating Corp.; c. D-Velco Manufacturing of Arizona, Inc. -- DVMA Liquidating Corp.; and d. Derlan USA, Inc. -- DUSA Liquidating Corp. About Northstar Aerospace Chicago, Illinois-based Northstar Aerospace -- http://www.nsaero.com/-- is an independent manufacturer of flight critical gears and transmissions. With operating subsidiaries in the United States and Canada, Northstar produces helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts. It also provides maintenance, repair and overhaul of components and transmissions. Its plants are located in Chicago, Illinois; Phoenix, Arizona and Milton and Windsor, Ontario. Northstar employs over 700 people across its operations. Northstar Aerospace, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington, Delaware, on June 14, 2012, to sell its business to affiliates of Wynnchurch Capital, Ltd., absent higher and better offers. Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel to the Debtors. The Debtors have obtained approval to hire Logan & Co. Inc. as the claims and notice agent. Certain Canadian affiliates are also seeking protection pursuant to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36, as amended. As of March 31, 2012, Northstar disclosed total assets of $165.1 million and total liabilities of $147.1 million. Approximately 60% of the assets and business are with the U.S. debtors. MSR RESORT: Judge Sends Luxury Resorts to Nov. 8 Auction -------------------------------------------------------- Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge sent a group of U.S. luxury resorts to the auction block Nov. 8, where Singapore's real-estate investment arm will kick off the bidding with a $1.5 billion offer. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts before the Jan. 28 foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 bankruptcy by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1, 2011. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. In its schedules, debtor MSR Resort disclosed $59,399,666 in total assets and $1,013,213,968 in total liabilities. The resorts have agreement with lenders allowing the companies to remain in Chapter 11 at least until September 2012. The Official Committee of Unsecured Creditors is represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP, in New York. NUFARM LTD: Moody's Assigns 'Ba2' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service has assigned a first time Ba2 Corporate Family Rating to Nufarm Limited. At the same time, Moody's has assigned a provisional (P)Ba3 senior unsecured rating to the proposed USD 300 million notes to be issued by Nufarm Australia Ltd, a 100% owned and guaranteed subsidiary of Nufarm. The outlook on the ratings is stable. Ratings Rationale "Nufarm's Corporate Family Rating reflects its well established position in the crop protection industry and its good operational, product and geographic diversity as well as ongoing transition from a relatively narrow product base highly weighted towards glyphosate, to a broader product base", says Maurice O'Connell, a Moody's VP/Senior Analyst. "At the same time the rating reflects the company's financial position in the context of the past three years volatility and the ongoing restoration of its financial profile following the glyphosate induced problems which saw its credit metrics deteriorate significantly", added O'Connell who is also Lead Analyst for the company. The rating furthermore reflects the underlying cyclical, commoditised and competitive nature of the industry but with the expectation that earnings -- and key financial metrics -- should continue to recover, in part due to new product offerings as well as a greater contribution from higher margin products, such as seeds. However, the increased commoditisation within the industry and the likelihood that other market participants will also collectively place greater emphasis on targeting higher margin products is likely to present a challenge to earnings growth, constraining Nufarm's credit profile. The rating takes into account Moody's consideration that Nufarm is the dominant crop protection company in Australia but also that Nufarm's long-established global operations, which include key synthesis plants and downstream formulation plants throughout Australia, North and South America as well as Europe, provide a measure of protection against adverse weather conditions in any particular region. This might otherwise have the potential to impact severely on demand for its crop protection products. The Ba2 Corporate Family Rating reflects an expectation that Nufarm will continue to reduce debt over the medium term. The Ba2 rating also takes into account Nufarm's positioning against peer companies rated in the Ba range and is in line with the Moody's Global Chemical Methodology grid outcome. The stable outlook reflects Moody's view that Nufarm's focus on a more balanced product range as well as focus on higher margin and differentiated products is likely to provide a sufficient platform for earnings growth and reduces the risk of a renewed deterioration in earnings. The stable outlook also reflects the active steps to improve the company's debt structure and profile. Moody's estimated financial metrics for Nufarm over the next three years are: adjusted Debt/EBITDA averaging 2.6-3.0x, EBITDA / Interest between 4-5x. The rating could be upgraded if consistent improvement is observed across its businesses with further diversification into non- herbicide products. Financial metrics Moody's would consider for an upgrade include Adjusted Debt/EBITDA ratio of 2.5x and Adjusted EBITDA/Interest of greater than 5x on a consistent basis. The ratings could also benefit from longer term committed working capital facilities and Moody's would look for improved overall liquidity as a prerequisite for upward rating movement. The ratings could be subject to negative rating pressure in the event that the company's earnings and/or earnings margins are impacted by more difficult operating conditions. Financial metrics that Moody's would consider for a downgrade include Adjusted Debt/EBITDA exceeding 3.5x on a consistent basis and EBITDA/Interest coverage falling and remaining below 3.0x. Downward pressure on the rating could also develop if the company experienced stress in its financial covenants or liquidity position. Moody's has assigned a provisional rating of Ba3 to a proposed 144A Notes Issuance by Nufarm Australia Ltd. The Notes are guaranteed by Nufarm and certain of its subsidiaries. The provisional Ba3 rating for the notes reflects material legal subordination as the notes will rank junior to certain Nufarm facilities including its senior secured Syndicated Bank Facility as well as Receivable Securitisation Programme. The assignment of a definitive debt rating on the 144A notes is subject to a review of the final documentation, and to successful issuance of the proposed debt. The proceeds of the 144A issuance will be used to repay existing indebtedness outstanding under the Syndicated Bank Facility. The principal methodology used in rating Nufarm Limited and Nufarm Australia Ltd was the Global Chemical Industry Methodology published in December 2009. Nufarm is a crop protection company which manufactures and sells a range of crop protection products including herbicides, insecticides and fungicides. Nufarm operates globally with crop manufacturing / seeds facilities in 16 countries and marketing operations in over 30 countries with a distribution reach extending to more than 100 countries. OLDE PRAIRIE: CenterPoint Wants Previous Judge to Hear New Case --------------------------------------------------------------- CenterPoint Properties Trust is asking the Bankruptcy Court in Chicago to transfer the Chapter 11 case of Olde Prairie Block Owner, LLC, to Chief Judge Bruce W. Black for the purpose of reassigning the case to the Hon. Jack B. Schmetterer, who presided over the Debtor's previous chapter 11 proceeding. The case is presently assigned to the Hon. Pamela S. Hollis. A hearing on CenterPoint's request is on notice for Thursday, Sept. 27 at 10:00 a.m. CenterPoint said the so-called Chapter 22 filing was made on the eve of the foreclosure sale of the Debtor's property. According to CenterPoint, the case involves a two-party dispute between the Debtor and CenterPoint, its only secured creditor, who holds a claim of more than $70 million secured by all of the Debtor's assets. The Debtor has no employees or operations. It has no business to reorganize, and has been stripped of its rights to collect rents from, possess, administer, or manage its most significant asset -- a failed hospitality development after 14 years of trying -- by the Circuit Court of Cook County, Illinois presiding over foreclosure proceedings initiated by CenterPoint in 2009. The Debtor filed its first chapter 11 case on May 18, 2010 -- a day before the Circuit Court was to rule on a summary judgment motion filed by CenterPoint in the foreclosure proceeding. After 23 months and six failed attempts by the Debtor to confirm a plan of reorganization, on April 17, 2012, the Judge Schmetterer dismissed the case and lifted the automatic stay to permit CenterPoint to proceed against the Debtor in the pending foreclosure action. The Circuit Court entered a judgment in favor of CenterPoint in the foreclosure proceedings on Aug. 13, 2012 and a foreclosure sale was scheduled for Sept. 24, 2012. According to CenterPoint, on the last business day before the foreclosure sale, the Debtor filed the chapter 22 case as a last-ditch effort to frustrate CenterPoint's legitimate efforts to enforce its rights and collect on its debt. Despite having more than two years since its original bankruptcy filing on May 18, 2010, the Debtor still has not submitted any plan of reorganization, let alone a confirmable plan with a financing commitment to fund payment of CenterPoint's claim in full. CenterPoint said it intends to file a motion seeking dismissal of the Debtor's case. CenterPoint said Judge Schmetterer became intimately familiar with the facts relevant to a dismissal decision in presiding over the Debtor's first bankruptcy case. According to CenterPoint, there is no reason for the Court now to undertake a fresh review of a two-party dispute that has spanned more than three years. Moreover, transfer of the case to Judge Schmetterer will provide for an expedited resolution of this matter and, if dismissal is granted, will permit CenterPoint to proceed with the foreclosure sale on schedule without having to re-notice the sale at additional cost. Prompt dismissal also will minimize further interest accrual of nearly $1,000,000 per month in favor of CenterPoint. CenterPoint noted that, if the foreclosure sale is not commenced by Nov. 23, 2012, the soonest the next sale could be commenced is January 2013. With interest on CenterPoint's claim accruing at the rate of $32,095.21 per day or $962,856.00 for a 30 day month, time is of the essence. About Olde Prairie Block Owner Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept. 2012, disclosing assets of $97 million in assets and $80.6 million in liabilities in its schedules. The Debtor owns two properties: (i) the Old Prairie Property, a 53,575 square foot parcel that has a building and a gravel paved lot at E. Cermak Road in Chicago, and (ii) the Lakeside Property, a 159,960 square-feet property that contains buildings in Chicago. The Debtor said CenterPoint Properties Trust has a disputed claim of $70.8 million, of which $63.3 million is secured. JMB Capital Partners is owed $3.4 million on account of DIP financing in a previous Chapter 11 case. Olde Prairie Block first sought chapter 11 protection (Bankr. N.D. Ill. Case No. 10-22668) on May 18, 2010. Two years later, the bankruptcy judge in Chicago dismissed the case and granted Centerpoint's motion to lift automatic stay to permit its state- court foreclosure action to proceed. In the prior case, the Debtor was represented by John Ruskusky, Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago. Robert R. Benjamin, Esq., at Golan & Christie, LLP, serves as counsel to the Debtor in the 2012 Chapter 11 case. CenterPoint is represented in the 2012 case by: David F. Heroy, Esq. Erin E. Broderick, Esq. BAKER & McKENZIE LLP 300 East Randolph Drive, Suite 5000 Chicago, IL 60601 Telephone: (312) 861-8000 Facsimile: (312) 861-2899 E-mail: David.Heroy@bakermckenzie.com Erin.Broderick@bakermckenzie.com OLDE PRAIRIE: Sec. 341 Creditors' Meeting Set for Oct. 30 --------------------------------------------------------- The U.S. Trustee in Chicago will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Olde Prairie Block Owner, LLC, on Oct. 30, 2012, at 1:30 p.m. at 219 South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802, in Chicago. The last day to object to dischargeability is Dec. 31, 2012. About Olde Prairie Block Owner Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept. 2012, disclosing assets of $97 million in assets and $80.6 million in liabilities in its schedules. The Debtor owns two properties: (i) the Old Prairie Property, a 53,575 square foot parcel that has a building and a gravel paved lot at E. Cermak Road in Chicago, and (ii) the Lakeside Property, a 159,960 square-feet property that contains buildings in Chicago. The Debtor said CenterPoint Properties Trust has a disputed claim of $70.8 million, of which $63.3 million is secured. JMB Capital Partners is owed $3.4 million on account of DIP financing in a previous Chapter 11 case. Olde Prairie Block first sought chapter 11 protection (Bankr. N.D. Ill. Case No. 10-22668) on May 18, 2010. Two years later, the bankruptcy judge in Chicago dismissed the case and granted Centerpoint's motion to lift automatic stay to permit its state- court foreclosure action to proceed. In the prior case, the Debtor was represented by John Ruskusky, Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago. Robert R. Benjamin, Esq., at Golan & Christie, LLP, serves as counsel to the Debtor in the 2012 Chapter 11 case. CenterPoint is represented in the 2012 case by David F. Heroy, Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP. PACIFIC MONARCH: Plan Exclusivity Extended to Dec. 31 ----------------------------------------------------- Pacific Monarch Resorts, Inc., sought and obtained an extension of its exclusive period to solicit acceptances for its Chapter 11 plan from Oct. 25, 2012, through and including Dec. 31. The motion was unopposed. The Debtors have sold substantially all assets pursuant to 11 U.S.C. Sec. 363 to Diamond Resorts International in a transaction valued at $49.3 million. There was also a related sale of the assets to Resort Finance America, LLC, in exchange for $130 million of debt. The Debtors obtained approval of the sale in January but the sale was only completed in May. The Debtors tweaked the Plan documents to incorporate the terms of the sale. As reported in the Sept. 12, 2012 edition of the Troubled Company Reporter, the Debtor has filed a Chapter 11 plan that provides for these terms: (1) There will be substantive consolidation of PMR, Vacation Interval Realty, Inc. (VIR), and Vacation Marketing Group, Inc. (VMG), (2) The Mexican entities -- MGV Cabo, LLC, Desarrollo Cabo Azul, S. de R.L. de C.V. (DCA), and Operadora MGVM S. de R.L. de C.V. -- will be merged into DCA and all claims against the Mexican entities, other than RFA's claim against DCA, will be paid in full. (3) On an after the effective date, reorganized PMR will retain the assets pursuant to a transition services agreement. PMR will deliver a notice by June 30, 2013, that the agreement has been completed. (4) Causes of Action, and assets not included in the sale will be transferred to the liquidation trust established for PMR, which will liquidate the causes action and all other trust assets, and distribute the proceeds thereof to holders of allowed claims. (5) All Holders of allowed claims against DCA and the Mexican Entities, other than RFA, will be paid in full. (6) Holders of allowed general unsecured claims against PMR, VIR and VMG, which will be substantively consolidated with PMR, will be entitled to Pro Rata distributions from the Liquidation Trust. (7) Holders of allowed convenience class claims against PMR, VIR and VMG, will receive a cash payment equal to 20% of their allowed claims. (8) From and after the Transition Completion Date, the Reorganized PMR Equity will be owned by a "New Equity Holder," who is not an affiliate or insider of any of the Debtors, and the equity in Reorganized DCA will be owned by Reorganized PMR. The Reorganized PMR Equity will be transferred to or issued to the New Equity Holder in exchange for the $50,000 cash payment to the Liquidation Trust. (9) The current interest holders of the Debtors will not receive or retain anything on account of their interests. A copy of the Disclosure Statement dated Sept. 4, 2012, is available for free at: http://bankrupt.com/misc/Pacific_M_DS_090412.pdf About Pacific Monarch Pacific Monarch Resorts, Inc., and its affiliated debtors operate a "timeshare business" business. The Debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC, in Los Angeles, serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Houlihan Lokey Capital, Inc., serves as investment baker to the Debtors. Raymond J. Gaskill, Esq., represents the Debtors as special timeshare counsel. Greenberg, Whitcombe & Takeuchi, LLP, serves as the Debtors' special counsel for employment and labor matters. Lesley, Thomas, Schwarz & Postma, Inc., serves as the Debtors' tax and vacation ownership points accountants. White & Case LLP is the Debtors' special tax counsel. Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the Official Committee of Unsecured Creditors. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. PATRIOT COAL: Files Schedules of Assets and Liabilities ------------------------------------------------------- Patriot Coal Corporation filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- -------------- -------------- A. Real Property $0 B. Personal Property $8,563,544,335 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $25,039,583 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $8,719,392,038 -------------- -------------- TOTAL $8,563,544,335 $8,744,431,621 A copy of the Schedules is available at: http://bankrupt.com/misc/patriotcoal.doc578.pdf Patriot Coal also filed its statement of financial affairs. Ninety-eight subsidiaries and affiliates of Patriot Coal also filed their respective schedules and statements. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The case has been assigned to Judge Shelley C. Chapman. The U.S. Trustee appointed a seven-member creditors committee. PATRIOT COAL: Hearing on Equity Committee Motion Reset to Oct. 11 ----------------------------------------------------------------- As reported in the TCR on Aug. 29, 2012, interested shareholders in the Chapter 11 cases of Patriot Coal Corporation, et al., asked the U.S. Bankruptcy Court for the Southern District of New York, to order the appointment of an official committee of equity security holders in the cases, arguing that Patriot has significant off balance sheet assets that could result in a "meaningful recovery to equity." The interested shareholders, CompassPoint Partners, L.P., Frank Williams, and Eric Wagoner, comprise an informal group of holders of common stock of the Debtor. They say Patriot has $1.4 billion in tax-loss carry forwards that have value not on the balance sheet. Patriot had about $500 million in shareholders' equity on the balance sheet before bankruptcy, they said. A hearing on the motion had been previously scheduled for Sept. 24, 2012, but was rescheduled to Oct. 11, 2012, at 10:00 a.m. Objections, if any, to the motion must filed an objection no later than Oct. 2, 2012, at 4:30 p.m. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The case has been assigned to Judge Shelley C. Chapman. The U.S. Trustee appointed a seven-member creditors committee. PATRIOT COAL: Robbins Umeda Files Class Action Suit --------------------------------------------------- Shareholder rights firm Robbins Umeda LLP announces it has commenced a federal securities class action in the U.S. District Court for the Eastern District of Missouri, on behalf of purchasers of Patriot Coal Corporation shares between Oct. 21, 2010 and July 6, 2012. Concerned shareholders who would like more information about their rights and potential remedies can contact attorney Gregory E. Del Gaizo at (800) 350-6003, inquiry@robbinsumeda.com, or via the shareholder information form on the firm's Web site. The complaint alleges that during the Class Period, certain of Patriot Coal's officers issued materially false and misleading statements regarding the Company's business prospects. Specifically, the complaint alleges that defendants violated Generally Accepted Accounting Principles and U.S. Securities and Exchange Commission rules by failing to properly account for costs associated with Court-ordered remediation obligations related to the Company's selenium water treatment requirements. In particular, defendants improperly capitalized these costs instead of recording them as expenses, thereby overstating the Company's financial results. In response to comments received from the SEC regarding the Company's accounting for the court-ordered remediation costs, defendants were forced to reveal that the Company's previously issued consolidated financial statements for the years ended Dec. 31, 2011 and Dec. 31, 2010 should no longer be relied upon. Moreover, defendants admitted that it was necessary to restate the Company's previously issued consolidated financial statements to accrue a liability and recognize a loss for the estimated costs of installing the Court-ordered water treatment facilities. Further, the complaint alleges that the defendants were also making false and misleading statements about the Company's business health and continuing prospects. In particular, the defendants continuously touted that the Company's "operations are performing well" and that the Company is positioned for "future growth." Then, on July 9, 2012, Patriot Coal shocked the market when it announced that it and substantially all of its wholly owned subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code. When the true state of the Company's business health became public, Patriot Coal's shares dropped 72%, from a closing pricing of $2.19 on July 6, 2012, to a closing price of $0.61 at the end of the day on July 9, 2012. If you purchased or otherwise acquired Patriot stock during the Class Period and wish to serve as lead plaintiff, you must move the court no later than Nov. 21, 2012. Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. * The date given in fifth graph, first sentence of release dated Sept. 22, 2012 has been corrected to read: Nov. 21, 2012 (sted Nov. 20, 2012). About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The case has been assigned to Judge Shelley C. Chapman. The U.S. Trustee appointed a seven-member creditors committee. PATRIOT COAL: Glancy Binkow Probes Potential Stockholder Claims --------------------------------------------------------------- Glancy Binkow & Goldberg LLP discloses that it is investigating potential claims on behalf of purchasers of the securities of Patriot Coal Corporation concerning possible violations of federal securities laws. The investigation focuses on allegations that certain statements issued by Patriot Coal between Oct. 21, 2010 and July 6, 2012 were false and misleading concerning the Company's financial performance and prospects. Patriot Coal Corporation engages in the mining, production and sale of thermal coal, primarily to electricity generators in the eastern United States. The investigation concerns allegations that certain of the Company's officers violated Generally Accepted Accounting Principles and U.S. Securities and Exchange Commission rules by failing to properly account for costs associated with Court-ordered remediation obligations related to the Company's selenium water treatment requirements, thereby overstating the Company's financial results. On July 9, 2012, Patriot Coal disclosed that the Company and substantially all of its wholly owned subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code. Following this news, the price of Patriot Coal shares dropped 72% -- from a closing pricing of $2.19 per share on July 6, 2012, to a closing price of $0.61 per share on July 9, 2012. If you purchased Patriot Coal stock between Oct. 21, 2010 and July 6, 2012, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Michael Goldberg, Esquire, of Glancy Binkow & Goldberg LLP, 1925 Century Park East, Suite 2100, Los Angeles, California 90067, by telephone at (310) 201-9150, Toll Free at (888) 773-9224, by e-mail to shareholders@glancylaw.com , or visit our website at http://www.glancylaw.com About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The case has been assigned to Judge Shelley C. Chapman. The U.S. Trustee appointed a seven-member creditors committee. PATRIOT COAL: Two Execs Hit With Shareholder Class Suit ------------------------------------------------------- Carolina Bolado at Bankruptcy Law360 reports that two executives at Patriot Coal Corp. were hit with a putative shareholder class action Friday over allegedly false statements the company made regarding a $45 million court-ordered cleanup of selenium discharges in two West Virginia coal mines. In a complaint filed in Missouri federal court, shareholder Ernesto Espinoza accused ex-CEO Richard M. Whiting and Chief Financial Officer Mark N. Schroeder of hiding the true state of the company's finances, inflating its stock price and causing in investor losses when the truth was finally revealed, according to Bankruptcy Law360. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The case has been assigned to Judge Shelley C. Chapman. The U.S. Trustee appointed a seven-member creditors committee. PICK & SAVE: Objections to Employee Claims Overruled ---------------------------------------------------- Bankruptcy Judge Enrique S. Lamoutte overruled objections by Pick & Save Inc. against the claims filed by former employees Jose I. Perez Nieves and Oscar Munoz Garces. Pick & Save alleges the claims were filed after the deadline for filing proofs of claim and must therefore be disallowed. Messrs. Perez Nieves and Munoz Garces countered that their claims are not barred and that they were diligent in filing them. Messrs. Perez and Munoz received letters discharging them from their work with the Debtor on July 29, 2010, a few days before the bankruptcy filing. The employees said their delay was because the Debtor did not report their claim to the Bankruptcy Court or the U.S. Trustee at any time. On Dec. 27 and 28, 2010, the former employees filed complaints before the Puerto Rico Court of First Instance for damages against the Debtor on account of alleged wrongful termination of their respective employments. They were both represented by the same legal counsel, Attorney Virgilio J. Gonzalez-Perez. In both cases, the Debtor was served with copies of the complaints and on Jan. 26, 2011, proceeded to file motions to stay the state court proceedings. Consequently, the PR Court of First Instance issued judgments in both state court cases staying and closing them for statistical purposes due to the Debtor's bankruptcy filing. Both motions requesting the stay of the state court proceedings were properly served on the former employees through Attorney Gonzalez, as was the Judgment issued by the PR Court of First Instance in both cases. On Sept. 20 and 22, 2011, the former employees filed their claims as general unsecured creditors. On Dec. 16, 2011, they amended their Claims to request priority under 11 U.S.C. 507(a)(4). The Court's order said the former employees may be entitled priority up to the amount of $11,725 pursuant to 11 U.S.C. Section 507(a)(4)(A). The Court, however, denied the request for administrative priority. A copy of the Court's Sept. 13, 2012 Opinion and Order is available at http://is.gd/5DqQ1sfrom Leagle.com. About Pick & Save Pick & Save, Inc., in Bayamon, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 10-07005) on Aug. 2, 2010. Carmen D. Conde Torres, Esq., serves as the Debtor's counsel. In its petition, the Debtor estimated under $50,000 in assets and under $10 million in debts. A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-07005.pdf The petition was signed by Noel Soler, president. Pick & Save on Nov. 29, 2010, filed its first Chapter 11 Plan of Reorganization and Notice to Creditors. On April 21, 2011, the Debtor filed an Amended Plan of Reorganization. On May 2, 2011, the court entered the Order confirming the Debtor's Amended Plan of Reorganization. PLAINS EXPLORATION: Moody's Rates Senior Secured Term Loan 'Ba1' ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Plains Exploration & Production Company's (PXP) 7-year senior secured term loan and a B2 rating to its senior unsecured bridge facility. These ratings are also placed under review for downgrade in conjunction with all other PXP ratings, including its Ba3 Corporate Family Rating (CFR) and its B1 senior unsecured notes rating, which remain under review for downgrade. The review was prompted by PXP's September 10, 2012 announcement that it would acquire certain deepwater Gulf of Mexico (GOM) infrastructure and producing assets for $6.1 billion in an all-debt transaction. Issuer: Plains Exploration & Production Company Ratings Assigned $1.25 billion Senior Secured 7-year Term Loan, Ba1 on review for downgrade $2.0 billion Senior Unsecured Bridge Facility, B2 on review for downgrade Ratings Rationale The review for downgrade will focus on the substantial leveraging impact of this transaction and the prospects for achieving meaningful debt reduction through asset sales and free cash flow. Moody's assignment of the Ba1 rating to the 7-year term loan and the B2 rating to the unsecured bridge facility reflects its current expectation that the final outcome of the ratings review is likely to be a one notch downgrade of PXP's CFR to B1. That expectation assumes the company will make rapid progress in the sale of its non-core gas assets, allocating sale proceeds to debt reduction, establishing a relationship among the various classes , security interests and amounts of debt, including existing outstanding senior unsecured notes, that results in a Ba1 rating for the secured and a B2 rating for unsecured notes. However, the CFR could be downgraded further than B1 upon completion of Moody's ratings review and therefore the Ba1 term loan and B2 unsecured bridge facility ratings are under review for downgrade consistent with the review of all of PXP's ratings. Moody's expects to conclude the review by year end. The review for downgrade reflects the all debt funded nature of the transaction, with leverage rising substantially above other Ba3 and B1-rated peers, the execution risk associated with PXP's deleveraging plans, including the timing of and proceeds from asset sales, and the higher risk profile of GOM development. To fund the acquisition PXP intends to raise up to $7.0 billion of debt financing, which will dramatically leverage its balance sheet with as much as $9.7 billion total debt at year-end 2012. On a pro forma run rate basis, total debt on production will exceed a very high $60,000 per average daily BOE at closing. PXP has agreed to acquire interests in five deepwater GOM oilfields from subsidiaries of BP p.l.c. (BP) together with Shell Offshore Inc.'s (Shell) 50% interest in one of the five for an aggregate $6.1 billion. The acquired assets comprise BP's interests in the Holstein, Horn Mountain, Marlin, Ram Powell and Diana-Hoover fields, and Shell's 50% interest in Holstein, including their respective platform and producing infrastructure. Two of the properties remain subject to preferential rights of the existing partners. The fields are producing 67,000 BOE per day (87% crude oil). With the acquisition, PXP's liquids production will increase to 89% of total volumes produced in 2013. The transaction is effective October 1, 2012, with PXP expecting to close the acquisition by year-end 2012. With several of the acquired fields producing at low levels of capacity, PXP will have to invest significant incremental development capital into the fields and associated infrastructure to achieve expected production gains. Moody's will assess the operational and execution risk of achieving these production gains in the context of the company integrating this very large acquisition into its existing operations. The principal methodology used in rating Plains Exploration & Production was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Strategically, the acquisition is transformational for PXP, which has executed a series of other large transactions, previously re- shaping the company, including its 2010 exit from the shallow water GOM, and acquisitions in the Haynesville (2008) and Eagle Ford (2010) Shales. These transactions supplemented the company's existing long-lived California assets and deepwater GOM Lucius and Phobos developments. PLY GEM HOLDINGS: Offering $160 Million of Senior Notes Due 2017 ---------------------------------------------------------------- Ply Gem Industries, Inc., a wholly-owned subsidiary of Ply Gem Holdings, Inc., completed an amendment to its asset-based revolving credit facility to permit the refinancing of its 13.125% Senior Subordinated Notes due 2014 with new senior unsecured notes. On Sept. 24, 2012, Ply Gem Industries commenced an offering of $160,000,000 aggregate principal amount of senior notes due 2017, subject to market and other conditions. The Company priced $160,000,000 aggregate principal amount of 9.375% senior notes due 2017 at an issue price of 100%, plus accrued interest, if any. The closing of the offering is subject to a number of conditions. The Company intends to use the net proceeds from the Notes, together with cash on hand, to redeem its outstanding 13.125% Senior Subordinated Notes due 2014. The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws. About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. The Company reported a net loss of $84.50 million in 2011, compared with net income of $27.66 million in 2010. Ply Gem's balance sheet at June 30, 2012, showed $946.93 million in total assets, $1.24 billion in total liabilities, and a $296.98 million total stockholders' deficit. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. SGS International carries a 'B1' corporate family rating from Moody's Investors Service. POWERWAVE TECHNOLOGIES: John Kryzanowski Owns 9.7% Equity Stake --------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, John A. Kryzanowski disclosed that as of March 2012 he beneficially owns 3,070,752 shares of common stock of Powerwave Technologies, Inc., representing 9.7% of the shares outstanding. A copy of the filing is available at http://is.gd/HuFFiR About Powerwave Technologies Powerwave Technologies, Inc., headquartered in Santa Ana, Calif., is a global supplier of end-to-end wireless solutions for wireless communications networks. The Company has historically sold the majority of its product solutions to the commercial wireless infrastructure industry. The Company's balance sheet at July 1, 2012, showed $232.55 million in total assets, $363.67 million in total liabilities, and a shareholders' deficit of $131.12 million. According to the quarterly report for the period ended July 1, 2012, the Company has experienced significant recurring net losses and operating cash flow deficits for the past four quarters. The Company's ability to continue as a going concern is dependent on many factors, including among others, its ability to raise additional funding, and its ability to successfully restructure operations to lower manufacturing costs and reduce operating expenses. QM OF BATTLEFIELD: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: QM of Battlefield, L.L.C. dba Quincy Magoo's 1108 North 18th Avenue Ozark, MO 65721 Bankruptcy Case No.: 12-61768 Chapter 11 Petition Date: September 21, 2012 Court: U.S. Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: David E. Schroeder, Esq. DAVID SCHROEDER LAW OFFICES, PC 1524 East Primrose Street, Suite A Springfield, MO 65804-7915 Tel: (417) 890-1000 Fax: (417) 886-8563 E-mail: bk1@dschroederlaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/mowb12-61768.pdf The petition was signed by Michael Lane Denney, managing member. QUAD/GRAPHICS INC: Moody's Rates Sr. Sec. Credit Facilities Ba2 --------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Quad/Graphics, Inc.'s new senior secured credit facilities. Quad's corporate family and probability of default ratings (CFR and PDR respectively) remained unchanged at Ba2 and the company's speculative grade liquidity rating remains unchanged at SGL-1 (very good). The ratings outlook is unchanged at stable. Ratings of existing credit facilities will be withdrawn in due course. Since outstanding debt and commitments remain unchanged with the new credit facilities (comprised of an $850 million 5-year revolving term loan, a $450 million 5-year term loan A) replacing existing facilities of equal size, the transaction is neutral to Quad's credit profile. The key change is a one year extension of the maturity dates of the revolving term loan and the term loan A (to July 26, 2017; the $200 million 6-year term loan B maturity date remains unchanged at July 26, 2018). The following summarizes the rating action and Quad's ratings: Issuer: Quad/Graphics, Inc. Assignments: Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3, 45%) Rating Actions: Corporate Family Rating, unchanged at Ba2 Probability of Default Rating, unchanged at Ba2 Speculative Grade Liquidity Rating, unchanged at SGL-1 Outlook, unchanged at Stable Ratings Rationale Quad's Ba2 ratings are influenced by declining revenues and exposure to the challenged commercial printing sector. Moody's expects Quad's top line to decline by 2%-to-3% over the next year or so even while the general economy shows modest positive growth. In addition to specific product line and geographic issues that are causing Quad's top line to shrink, the entire North American industry continues to address ongoing operational challenges stemming from digital competition. Moody's expects industry-wide revenue and profitability to remain under significant pressure for the foreseeable future and also expect operational restructuring expenses to be a permanent feature of all companies' financial returns. These negative industry influences are mitigated by Quad's solid margins and financial conservatism which is displayed in ongoing active debt reduction to reduce leverage, maintaining company-defined net debt-to-EBITDA at the lower end of a publicly disseminated policy range of 2.0x-to-2.5x, maintaining solid liquidity arrangements and showing caution in providing cash returns to shareholders. Rating Outlook The outlook is stable based on expectations that the company will continue to show fiscal conservatism including operating at the lower end of its targeted unadjusted net debt-to-EBITDA range of 2.0x-to-2.5x. What Could Change the Rating - Up As Moody's does not expect industry fundamentals to improve or Quad to operate at leverage lower than its target range and, as well, do not expect the company to implement more conservative leverage policies, an upgrade is not anticipated. However, given solid liquidity and improved industry fundamentals and top-line growth, a ratings upgrade may be considered if (RCF-CapEx)/TD were expected to be sustained well above 10% while (EBITDA- CapEx)/IntExp was well above 4x (measures include Moody's standard adjustments). An upgrade would also involve clarity concerning dividend plans. What Could Change the Rating - Down Moody's would consider a downgrade if (RCF-CapEx)/Debt were expected to be sustained at approximately 5% or below and (EBITDA- CapEx)/IntExp was less than 3.5x (measures include Moody's standard adjustments). A significant debt-financed acquisition and/or adverse liquidity developments could also result in downward rating pressure. The principal methodology used in rating Quad/Graphics was the Global Publishing Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. RADIOSHACK CORP: Julian Day Discloses 5.1% Equity Stake ------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Julian C. Day disclosed that as of Dec. 31, 2011, he beneficially owns 5,366,028 shares of common stock of RadioShack Corporation (5,182,212 shares of which represent options to purchase common stock which are exercisable within 60 days after Sept. 25, 2012) representing 5.1% of the shares outstanding. A copy of the filing is available for free at: http://is.gd/5vPpLg About Radioshack RadioShack sells consumer electronics and peripherals, including cellular phones. It operates roughly 4,700 stores in the U.S. and Mexico. It also operates about 1,500 wireless phone kiosks in Target stores. The company also generates sales through a network of 1,100 dealer outlets worldwide. Revenues for the last 12 months' period ending June 30, 2012 were roughly $4.4 billion. Radioshack's balance sheet at June 30, 2012, showed $2.08 billion in total assets, $1.38 billion in total liabilities and $704.6 million in total stockholders' equity. * * * As reported by the TCR on Aug. 1, 2012, Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured debt ratings on Fort Worth, Texas-based RadioShack Corp. to 'B-' from 'B+'. "The downgrade of RadioShack reflects our view that it will be very difficult for the company to improve its gross margin in the second half of the year," said Standard & Poor's credit analyst Jayne Ross, "given the highly promotional nature of year- end holiday retailing in the wireless and consumer electronic categories. It is our belief that all segments of the company's business will remain under margin pressure for 2012 and into 2013." In the July 27, 2012, edition of the TCR, Fitch Ratings has downgraded its long-term Issuer Default Rating (IDR) for RadioShack Corporation to 'CCC' from 'B-'. The downgrade reflects the significant decline in RadioShack's profitability, which has become progressively more pronounced over the past four quarters. RAHWAY HOSPITAL: Moody's Affirms 'Ba3' Bond Rating; Outlook Pos. ---------------------------------------------------------------- Moody's Investors Service has affirmed Rahway Hospital's (now known as Robert Wood Johnson University Hospital at Rahway) Ba3 bond rating affecting $8.0 million of outstanding debt issued through the New Jersey Health Care Facilities Finance Authority. The outlook is revised to positive from stable. Summary Rating Rationale The affirmation of the Ba3 debt rating and the revision of the outlook to positive reflect Rahway Hospital's (Rahway) improved financial performance over the last two years driven by cost restructuring and revenue enhancing initiatives and the increased collaboration between Rahway and its legal parent, Robert Wood Johnson University Hospital in New Brunswick (RWJUH) for managed care contracting and clinical integration. The change in rating outlook also reflects the growth in absolute unrestricted cash and investments and the slowdown in volume declines. While continued improvement indicates positive rating pressure over the next 12 to 24 months, Rahway remains a high-risk investment given its small size, location in a competitive New Jersey market, high exposure to Medicare and growing defined benefit pension liability. STRENGTHS * Improved financial performance in fiscal year 2011 with operating income of $211,000 (0.2% margin) and operating cash flow of $5.2 million (4.6% margin) compared to the operating loss of $457,000 (-0.4% margin) and operating cash flow of $4.9 million (3.7% margin) recorded FY 2010; through six months of FY 2012 performance continues to improve with operating income of $3.4 million (5.1% margin) and operating cash flow of $5.9 million (8.9% margin) * Improved performance driven by initiatives started in FY 2010 producing material expense savings and improved productivity; good revenue growth through six months of FY 2012 compared to the prior year due to better reimbursement, abatement of large volume declines and recent increase in outpatient surgeries * Growth in absolute liquidity position as of June 30, 2012 with unrestricted cash and investments up to $25.6 million or 77 days cash on hand from $22.8 million or 77 days at fiscal year end (FYE) 2011 (Moody's days cash on hand computation does not exclude bad debt expense); improved cash-to-debt at June 30, 2012 to 135% from 120% at FYE 2011 and well above the below Baa median cash-to- debt of 40% * Closer relationship with RWJUH resulting in increased collaboration with managed care contracting, clinical integration, a new GPO for the three RWJUH hospitals (Hamilton, Rahway, and New Brunswick)and a co-branding strategy, all contributing to the improved performance at Rahway; RWJUH is the legal parent of Rahway and Hamilton * No unions and no union activity Challenges * Located in the competitive market of Union and Middlesex counties with a stagnant and aging population and other sizable community hospitals offering a wider array of services than Rahway * Heavy reliance on Medicare, 58% of revenues, one of the highest in Moody's portfolio; absence of a Horizon Blue Cross Blue Shield contract for many years has limited financial improvement * High age of plant (23.6 years) due to low level of capital spending the last several years; management states on site maintenance team addresses facility needs and plant looks better than the age implies * Small sized hospital with $112 million in revenue and below 7,000 admissions compared to Moody's all ratings median operating revenue over $500 million and admissions of over 22,000 * Half of outstanding debt is variable rate exposing the hospital to put risk and bank risk; growing defined benefit pension liability also places pressure on the balance sheet Outlook The revision of the outlook to positive from stable reflects Moody's belief that Rahway has made fundamental changes to its cost structure that improved financial performance over the near term and with the enhanced support of RWJUH for contracting and marketing, Rahway should be able to grow volume, revenue and cash flow further improving balance sheet and debt coverage measures. Moody's continues to caution that, as a below investment grade credit rating suggests, the longer-term credit profile of Rahway remains a high-risk investment given the hospital's small size, location in a competitive New Jersey market, high exposure to Medicare and growing defined benefit pension liability. What Could Make The Rating Go Up Growth in volumes and continued growth in revenue; sustained and improved operating cash flow and growth of absolute liquidity position leading to strengthening of debt coverage ratios; market share gain in profitable service lines What Could Make The Rating Go Down Decline in patient volumes leading to continued market share loss; departure from current operating performance leading to weaker debt ratios; decline in liquidity position; increase in debt load The principal methodology used in this rating was Not-for-Profit Hospitals and Health Systems published in March 2012. RATHBUN REALTY: To Liquidate in Chapter 7 ----------------------------------------- Kimberly Matas at The Arizona Daily Star reports Rathbun Realty Inc. has filed for Chapter 7 bankruptcy, claiming more than $1 million in debt while estimating $50,000 or less in assets. Rathbun Realty managed nearly 800 residential properties in the Tucson, Arizona, area. The report notes attorney Alan Solot filed the Chapter 7 petition on behalf of Bette Glover, president of Rathbun Realty. According to the report, as part of the bankruptcy petition, a meeting of creditors has been scheduled for November in U.S. Bankruptcy Court downtown. The report relates a jury in March awarded a tenant renting a home through Rathbun Property Management a judgment of nearly $112,000. Because Rathbun has not paid the damages in the case, a judge had ordered representatives of the realty company back to court Monday for a hearing to examine Rathbun financial and property records. The report notes financial troubles at Rathbun Property Management emerged after Ms. Glover and her husband, broker and co-owner George Glover, filed a report with the Tucson Police Department in August claiming a former employee embezzled more than $1 million. The report says, earlier this month, the Arizona Department of Real Estate issued a cease-and-desist order preventing the company from "engaging in any real estate activity . . . without first complying with all applicable laws and rules." The report notes Rathbun has since turned over operations to an outside broker, Walt Sample of Sample Realty Investment and Trust Co. RG STEEL: Samuel Seeks Relief from Stay for Set-Off --------------------------------------------------- Samuel, Son & Co., Limited and certain of its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to grant the Samuel entities relief from the automatic stay to permit the setoff of mutual liabilities between Samuel and certain of the Debtors in the Chapter 11 cases of WP Steel Venture LLC, et al. Before and after the Petition Date, Samuel sold packaging and steel strapping and provided certain steel processing services to certain Debtors for which the Debtors owed Samuel a total aggregate amount of $640,310. At the same time, certain of the Debtors have claims in the aggregate amount of $2,404,459 against Samuel in connection with Samuel's purchase of steel from certain of the Debtors prior to the Petition Date. Samuel seeks relief only with respect to the Mutual Setoff Claims, i.e., those specific countervailing and mutual liabilities of the respective Samuel Entities and Debtor Entities for which there is clear mutuality. A copy of the motion is available at: http://bankrupt.com/misc/rgsteel.doc1218.pdf About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. An official committee of unsecured creditors has been appointed in the case. Kramer Levin Naftalis & Frankel LLP represents the Committee. Huron Consulting Services LLC serves as it's financial advisor. RG STEEL: Seeks Until Dec. 27 to Assume or Reject Unexpired Leases ------------------------------------------------------------------ WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the time by which the Debtors must assume or reject unexpired leases of nonresidential real property for an additional ninety days, or until Dec. 27, 2012. Currently, the 120-day period provided by Section 365(d)(4)(A) of the Bankruptcy code will expire on Sept. 28, 2012. The Debtors tell the Court they need additional time beyond the initial deadline to properly evaluate whether the Leases should be assumed or rejected. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. An official committee of unsecured creditors has been appointed in the case. Kramer Levin Naftalis & Frankel LLP represents the Committee. Huron Consulting Services LLC serves as it's financial advisor. RG STEEL: RG Wheeling Consummates Sale of Warren Ohio Facility -------------------------------------------------------------- RG Steel Warren, LLC ("RG Wheeling") and CJ Betters Enterprises, Inc., and BDM Warren Steel Holdings, LLC, consummated on Sept. 21, 2012, the sale of certain assets of the Debtors located in Warren, Ohio, pursuant to an Asset Purchsse Agreement, dated as of Aug. 7, 2012. The Purchased Assets, as identified in Section 1.1 of the APA, including equipment and owned real property, were sold for an aggregate consideration of $15,494,693.86. A copy of the APA is available at: http://bankrupt.com/misc/rgsteel.doc1072.pdf About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. An official committee of unsecured creditors has been appointed in the case. Kramer Levin Naftalis & Frankel LLP represents the Committee. Huron Consulting Services LLC serves as it's financial advisor. RG STEEL: Wants Access to Cash Collateral Until Oct. 31 ------------------------------------------------------- WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to enter an interim order authorizing the Debtors to use cash collateral of the Second Lien Agent, Second Lien Lenders and the Third Lien Lender, until Oct. 31, 2012, pursuant to a budget. As adequate protection, the Debtors propose to grant the Second Lien Agent (on behalf of itself and the Second Lien Lenders) and the Third Lien Lender, which have consented to the use of Cash Collateral, replacement liens to the extent of any diminution in value of their respective interests in the Pre-petition Collateral. The Debtors request that the Court hold and conduct a preliminary hearing on Sept. 27, 2012, to consider entry of the interim cash collateral order. Although the Debtors have already sold many of their major assets, the Debtors have yet to close the sale of their Yorkville facility and have other assets of value remaining. The Debtors require ongoing use of cash collateral to ensure that those assets retain their full value. The Debtors request that the Court schedule the final hearing on the cash collateral motion for Oct. 16, 2012, at 9:30 a.m. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. An official committee of unsecured creditors has been appointed in the case. Kramer Levin Naftalis & Frankel LLP represents the Committee. Huron Consulting Services LLC serves as it's financial advisor. RIDGE MOUNTAIN: Asks for Jan. 30 Plan Exclusivity Extension ----------------------------------------------------------- Ridge Mountain, LLC, is asking a bankruptcy judge to extend its exclusive periods to file a Chapter 11 plan for 120 days to Jan. 30, 2013, and the exclusive period to solicit acceptances of that plan by additional 60 days through March 31, 2013. Since the Petition Date, the Debtor has responded to a motion for relief from the automatic stay filed by secured creditor U.S. Bank, N.A. The bank has pointed out that the Debtor's properties (the bank's collateral) are appraised at $20 million, giving the bank a net deficiency of $3.6 million. The Debtor said it has explored certain sale opportunities and is continuing with this effort, while also engaging in negotiations with U.S. Bank in an attempt to resolve the pending motion. The Debtor said it intends to attempt to develop and pursue a consensual plan of reorganization under which the interests of all constituencies will be deal with in an equitable fashion. U.S. Bank is objecting to the extension request. The lender said the Debtor is flippantly seeking an extension without regard for actual evidence or controlling law, and without providing any factual support. The lender points out that the only step taken by the Debtor to even advance the case has been the pursuit of fatally flawed, insider-driven 11 Sec. 363 sale process, which the Debtor later abandoned. Outside the Debtor's failed attempt to sell its property, it has demonstrated no prospect for reorganization, no ability to pay the trustee's claim and no meaningful plan negotiations. U.S. Bank is represented by: Steven E. Fox, Esq. Douglas K. Clarke, Esq. Brett J. Nizzo, Esq. RIEMER & BRAUNSTEIN LLP Times Square Tower Seven Times Square, Suite 250 New York, NY 10036 Tel: (212) 789-3100 E-mail: dclarke@riemerlaw.com sfox@riemerlaw.com bnizzo@riemerlaw.com About Ridge Mountain Ridge Mountain LLC filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 12-31090) in Syracuse on June 4, 2012. Ridge Mountain operates that Mountain Brook Apartments in Chattanooga, Tennessee, and the Ridgemont Apartments in Red Bank, Tennessee. Ridge Mountain disclosed $16.5 million in assets and $23.6 million in liabilities. The apartment secures a $22 million debt to U.S. Bank, N.A. Judge Margaret M. Cangilos-Ruiz presides over the case. Lee E. Woodard, Esq., at Harris Beach PLLC, serves as the Debtor's counsel. The petition was signed by Patrick Phelan, president of First Salina Prop., managing member. RITZ CAMERA: Bankruptcy Court Approves Employee Incentive Plan -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved Ritz Camera & Image, L.L.C.'s the incentive plan designed specifically at maximizing the value of the Debtors' estates in both amount and number of participants. The Debtors related that in preparation for the sale of substantially all of their assets, they must accomplish a significant amount of work in a very short period of time while minimizing costs and maximizing creditor outcomes. The incentive plan provides adequate incentives for certain employees to assist with the Debtors' bankruptcy case, including, without limitation, efforts relating to the sale. According to the Debtors, the cost of the incentive plan would be up to $125,000. A copy of the incentive plan is available for free at http://bankrupt.com/misc/RITZCAMERA_incentive_plan.pdf About Ritz Camera Beltsville, Maryland-based Ritz Camera & Image LLC -- http://www.ritzcamera.com-- sells digital cameras and accessories, and electronic products. It sought Chapter 11 protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to close unprofitable stores. Ritz claims to be the largest camera and image chain the U.S., operating 265 camera stores in 34 states as well as an Internet business. Ritz Camera intends to shut 128 locations and cut its staff in half. Included in the closing are 10 locations in Maryland and 4 in Virginia. Affiliate Ritz Interactive Inc., owner e-commerce Web sites that include RitzCamera.com and BoatersWorld.com, also filed for bankruptcy. RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009. Ritz generated $40 million by selling all 129 Boater's World Marine Centers. A group that included the company's chief executive officer, David Ritz, formed Ritz Camera & Image to buy at least 163 of the remaining 375 camera stores. The group paid $16.25 million in cash and a $7.8 million note. Later, Ritz sold a $4 million account receivable for $1.5 million to an owner of the company that owed the debt. In the 2009 petition, Ritz disclosed total assets of $277 million and total debts of $172.1 million. Lawyers at Cole, Schotz, Meisel, Forman & Leonard, P.A., served as bankruptcy counsel. Thomas & Libowitz, P.A., served as the Debtor's special corporate counsel and conflicts counsel. Marc S. Seinsweig, at FTI Consulting, Inc., served as the Debtor's chief restructuring officer. Kurtzman Carson Consultants LLC acted as claims and noticing agent. Attorneys at Cooley Godward Kronish LLP and Bifferato LLC represented the official committee of unsecured creditors as counsel. In April 2010, the Court approved a liquidating Chapter 11 plan proposed by the company and the official creditor's committee. Under the Plan, unsecured creditors were to recover 4% to 14% of their claims. In the 2012 petition, RCI estimated total assets and liabilities of $50 million to $100 million. The Debtors owe not less than $16.32 million for term and revolving loans provided by secured lenders led by Crystal Finance LLC, as administrative agent. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve as bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims agent. WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as Ritz's CRO. Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC. Crystal Finance, the DIP lender, is represented by Morgan, Lewis & Bockius and Young Conaway Stargatt & Taylor LLP. Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee tapped Cooley LLP as its lead counsel, Richards, Layton & Finger, P.A. as its Delaware counsel, and PricewaterhouseCoopers LLP as its financial advisor. Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in liabilities as of the Chapter 11 filing. RITZ CAMERA: Court OKs Key Vendor Agreement with Fujifilm --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the key vendor agreement between Ritz Camera & Image, L.L.C., et al., and Fujifilm North America Corporation, formerly known as Fuji Photo U.S.A., Inc. Fuji sells and supplies photo processing products and services to the Debtors. The Debtors had requested Fuji to ship goods to the Debtors but was not willing to do so even though the Debtors offered to pay Fuji "cash in advance" or cash on delivery for all postpetition date purchases, unless it was confirmed that neither the Debtors nor any other representative of the Debtors' bankruptcy estates would assert any claim against Fuji for avoidance of alleged preferential transfers or any alleged constructive fraudulent transfer claims arising from the Debtors' payment to Fuji during the 90 days prior to the Petition Date. The Debtors determined that Fuji received a total of $1,881,112 in payments during the 90 days priori to the Petition Date. The agreement reached by the parties provides that, among other things: -- Fuji will continue to supply goods to the Debtors; and -- the Debtors will waive any potential claims they may hold against Fuji. The Court also approved the Debtors' critical vendor agreement with Sony Electronics Inc. About Ritz Camera Beltsville, Maryland-based Ritz Camera & Image LLC -- http://www.ritzcamera.com-- sells digital cameras and accessories, and electronic products. It sought Chapter 11 protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to close unprofitable stores. Ritz claims to be the largest camera and image chain the U.S., operating 265 camera stores in 34 states as well as an Internet business. Ritz Camera intends to shut 128 locations and cut its staff in half. Included in the closing are 10 locations in Maryland and 4 in Virginia. Affiliate Ritz Interactive Inc., owner e-commerce Web sites that include RitzCamera.com and BoatersWorld.com, also filed for bankruptcy. RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009. Ritz generated $40 million by selling all 129 Boater's World Marine Centers. A group that included the company's chief executive officer, David Ritz, formed Ritz Camera & Image to buy at least 163 of the remaining 375 camera stores. The group paid $16.25 million in cash and a $7.8 million note. Later, Ritz sold a $4 million account receivable for $1.5 million to an owner of the company that owed the debt. In the 2009 petition, Ritz disclosed total assets of $277 million and total debts of $172.1 million. Lawyers at Cole, Schotz, Meisel, Forman & Leonard, P.A., served as bankruptcy counsel. Thomas & Libowitz, P.A., served as the Debtor's special corporate counsel and conflicts counsel. Marc S. Seinsweig, at FTI Consulting, Inc., served as the Debtor's chief restructuring officer. Kurtzman Carson Consultants LLC acted as claims and noticing agent. Attorneys at Cooley Godward Kronish LLP and Bifferato LLC represented the official committee of unsecured creditors as counsel. In April 2010, the Court approved a liquidating Chapter 11 plan proposed by the company and the official creditor's committee. Under the Plan, unsecured creditors were to recover 4% to 14% of their claims. In the 2012 petition, RCI estimated total assets and liabilities of $50 million to $100 million. The Debtors owe not less than $16.32 million for term and revolving loans provided by secured lenders led by Crystal Finance LLC, as administrative agent. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve as bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims agent. WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as Ritz's CRO. Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC. Crystal Finance, the DIP lender, is represented by Morgan, Lewis & Bockius and Young Conaway Stargatt & Taylor LLP. Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee tapped Cooley LLP as its lead counsel, Richards, Layton & Finger, P.A. as its Delaware counsel, and PricewaterhouseCoopers LLP as its financial advisor. Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in liabilities as of the Chapter 11 filing. RITZ CAMERA: Ernst & Young Approved as Tax Service Provider ----------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized Ritz Camera & Image, L.L.C., et al., to employ Ernst & Young LLP as tax service provider. As reported in the Troubled Company Reporter on Aug. 22, 2012, Among other things, EY LLP's services and hourly rates include: A. Tax Compliance Services -- preparation of the U.S. federal income tax form 1065, and state and local income and franchise tax returns for Ritz Camera. Partner $620 - $730 Executive manager $520 - $660 Senior Manager $500 - $590 Manager $420 - $520 Senior $250 - $390 Staff $120 - $210 B. Bankruptcy Tax Services -- work with the Debtors in developing an understanding of the Debtors' business objectives and strategies, including understanding the tax implications of any reorganization and restructuring alternatives the Debtors are evaluating that may result in a change in the equity, capitalization and ownership of the shares of the Debtors or their assets, including assistance with modeling the foregoing. Partner/Principal $850 - $990 Executive Director $710 - 890 Senior Manager $680 - $800 Manager $570 - $710 Senior $340 - $530 Staff $170 - $290 C. The Routine On-Call Services -- routine tax advise and assistance concerning issues as requested by the Debtors when the projects are not covered by a separate statement of work and do not involve any significant tax planning or projects. Partner/Principal $850 - $990 Executive Director $710 - $890 Senior Manager $680 - $800 Manager $570 - $710 Senior $340 - $530 Staff $170 - $290 The Debtors relate that EY LLP's fees for the services will not exceed $70,000. To the best of the Debtors' knowledge, EY LLP is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Ritz Camera Beltsville, Maryland-based Ritz Camera & Image LLC -- http://www.ritzcamera.com-- sells digital cameras and accessories, and electronic products. It sought Chapter 11 protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to close unprofitable stores. Ritz claims to be the largest camera and image chain the U.S., operating 265 camera stores in 34 states as well as an Internet business. Ritz Camera intends to shut 128 locations and cut its staff in half. Included in the closing are 10 locations in Maryland and 4 in Virginia. Affiliate Ritz Interactive Inc., owner e-commerce Web sites that include RitzCamera.com and BoatersWorld.com, also filed for bankruptcy. RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009. Ritz generated $40 million by selling all 129 Boater's World Marine Centers. A group that included the company's chief executive officer, David Ritz, formed Ritz Camera & Image to buy at least 163 of the remaining 375 camera stores. The group paid $16.25 million in cash and a $7.8 million note. Later, Ritz sold a $4 million account receivable for $1.5 million to an owner of the company that owed the debt. In the 2009 petition, Ritz disclosed total assets of $277 million and total debts of $172.1 million. Lawyers at Cole, Schotz, Meisel, Forman & Leonard, P.A., served as bankruptcy counsel. Thomas & Libowitz, P.A., served as the Debtor's special corporate counsel and conflicts counsel. Marc S. Seinsweig, at FTI Consulting, Inc., served as the Debtor's chief restructuring officer. Kurtzman Carson Consultants LLC acted as claims and noticing agent. Attorneys at Cooley Godward Kronish LLP and Bifferato LLC represented the official committee of unsecured creditors as counsel. In April 2010, the Court approved a liquidating Chapter 11 plan proposed by the company and the official creditor's committee. Under the Plan, unsecured creditors were to recover 4% to 14% of their claims. In the 2012 petition, RCI estimated total assets and liabilities of $50 million to $100 million. The Debtors owe not less than $16.32 million for term and revolving loans provided by secured lenders led by Crystal Finance LLC, as administrative agent. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve as bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims agent. WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as Ritz's CRO. Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC. Crystal Finance, the DIP lender, is represented by Morgan, Lewis & Bockius and Young Conaway Stargatt & Taylor LLP. Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee tapped Cooley LLP as its lead counsel, Richards, Layton & Finger, P.A. as its Delaware counsel, and PricewaterhouseCoopers LLP as its financial advisor. Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in liabilities as of the Chapter 11 filing. RITZ CAMERA: Files Schedules of Assets and Liabilities ------------------------------------------------------ Ritz Camera & Image, L.L.C., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $4,300,000 B. Personal Property $39,392,961 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $27,549,632 E. Creditors Holding Unsecured Priority Claims $6,472,461 F. Creditors Holding Unsecured Non-priority Claims $15,125,221 ----------- ----------- TOTAL $43,692,961 $49,147,316 Ritz Interactive, LLC, debtor-affiliate, also filed its schedules disclosing $73,036 in assets and $28,815,795 in liabilities as of the Chapter 11 filing. Copies of the schedules are available for free at http://bankrupt.com/misc/RITZCAMERA_SAL1.pdf http://bankrupt.com/misc/RITZ_CAMERA_sal.pdf About Ritz Camera Beltsville, Maryland-based Ritz Camera & Image LLC -- http://www.ritzcamera.com-- sells digital cameras and accessories, and electronic products. It sought Chapter 11 protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to close unprofitable stores. Ritz claims to be the largest camera and image chain the U.S., operating 265 camera stores in 34 states as well as an Internet business. Ritz Camera intends to shut 128 locations and cut its staff in half. Included in the closing are 10 locations in Maryland and 4 in Virginia. Affiliate Ritz Interactive Inc., owner e-commerce Web sites that include RitzCamera.com and BoatersWorld.com, also filed for bankruptcy. RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009. Ritz generated $40 million by selling all 129 Boater's World Marine Centers. A group that included the company's chief executive officer, David Ritz, formed Ritz Camera & Image to buy at least 163 of the remaining 375 camera stores. The group paid $16.25 million in cash and a $7.8 million note. Later, Ritz sold a $4 million account receivable for $1.5 million to an owner of the company that owed the debt. In the 2009 petition, Ritz disclosed total assets of $277 million and total debts of $172.1 million. Lawyers at Cole, Schotz, Meisel, Forman & Leonard, P.A., served as bankruptcy counsel. Thomas & Libowitz, P.A., served as the Debtor's special corporate counsel and conflicts counsel. Marc S. Seinsweig, at FTI Consulting, Inc., served as the Debtor's chief restructuring officer. Kurtzman Carson Consultants LLC acted as claims and noticing agent. Attorneys at Cooley Godward Kronish LLP and Bifferato LLC represented the official committee of unsecured creditors as counsel. In April 2010, the Court approved a liquidating Chapter 11 plan proposed by the company and the official creditor's committee. Under the Plan, unsecured creditors were to recover 4% to 14% of their claims. In the 2012 petition, RCI estimated total assets and liabilities of $50 million to $100 million. The Debtors owe not less than $16.32 million for term and revolving loans provided by secured lenders led by Crystal Finance LLC, as administrative agent. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve as bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims agent. WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as Ritz's CRO. Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC. Crystal Finance, the DIP lender, is represented by Morgan, Lewis & Bockius and Young Conaway Stargatt & Taylor LLP. Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee tapped Cooley LLP as its lead counsel, Richards, Layton & Finger, P.A. as its Delaware counsel, and PricewaterhouseCoopers LLP as its financial advisor. RITZ CAMERA: Hilco IP OK'd as Exclusive Sales and Marketing Agent ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Ritz Camera & Image, L.L.C., et al., to employ Hilco IP Services LLC doing business as Hilco Streambank as exclusive sales and marketing agent for the sale of certain intellectual property unrelated to the Debtors' core business. As reported in the Troubled Company Reporter on Aug. 22, 2012, Hilco Streambank is expected to, among other things; -- assist the Company's management in collecting and securing all available information and date concerning the assets; -- prepare marketing materials designed to advertise the availability of the assets for sale, assignment, license or other disposition; and -- develop and execute a sales and marketing program designed to elicit proposals to acquire the assets from qualified acquirers with a view toward completing one or more sales, assignments. licenses or other dispositions of the assets as of Sept. 6, 2012. Hilco Streambank will be retained and paid a commission based on a percentage of aggregate gross proceeds. If the aggregate gross proceeds are less than $100,000, Hilco will not earn any commission. If the aggregate gross proceeds are greater $100,000, Hilco Streambank will be paid a commission as (i) 10% of the amount of aggregate gross proceeds up to $500,000; plus (ii) 15% of the amount by which the aggregate gross proceeds exceed $500,000 up to $2,000,000; plus (iii) 20% of the amount by which the aggregate gross proceeds exceed $2,000,000. Hilco Streambank does not have an interest adverse to the Debtors or their estates. About Ritz Camera Beltsville, Maryland-based Ritz Camera & Image LLC -- http://www.ritzcamera.com-- sells digital cameras and accessories, and electronic products. It sought Chapter 11 protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to close unprofitable stores. Ritz claims to be the largest camera and image chain the U.S., operating 265 camera stores in 34 states as well as an Internet business. Ritz Camera intends to shut 128 locations and cut its staff in half. Included in the closing are 10 locations in Maryland and 4 in Virginia. Affiliate Ritz Interactive Inc., owner e-commerce Web sites that include RitzCamera.com and BoatersWorld.com, also filed for bankruptcy. RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009. Ritz generated $40 million by selling all 129 Boater's World Marine Centers. A group that included the company's chief executive officer, David Ritz, formed Ritz Camera & Image to buy at least 163 of the remaining 375 camera stores. The group paid $16.25 million in cash and a $7.8 million note. Later, Ritz sold a $4 million account receivable for $1.5 million to an owner of the company that owed the debt. In the 2009 petition, Ritz disclosed total assets of $277 million and total debts of $172.1 million. Lawyers at Cole, Schotz, Meisel, Forman & Leonard, P.A., served as bankruptcy counsel. Thomas & Libowitz, P.A., served as the Debtor's special corporate counsel and conflicts counsel. Marc S. Seinsweig, at FTI Consulting, Inc., served as the Debtor's chief restructuring officer. Kurtzman Carson Consultants LLC acted as claims and noticing agent. Attorneys at Cooley Godward Kronish LLP and Bifferato LLC represented the official committee of unsecured creditors as counsel. In April 2010, the Court approved a liquidating Chapter 11 plan proposed by the company and the official creditor's committee. Under the Plan, unsecured creditors were to recover 4% to 14% of their claims. In the 2012 petition, RCI estimated total assets and liabilities of $50 million to $100 million. The Debtors owe not less than $16.32 million for term and revolving loans provided by secured lenders led by Crystal Finance LLC, as administrative agent. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve as bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims agent. WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as Ritz's CRO. Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC. Crystal Finance, the DIP lender, is represented by Morgan, Lewis & Bockius and Young Conaway Stargatt & Taylor LLP. Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee tapped Cooley LLP as its lead counsel, Richards, Layton & Finger, P.A. as its Delaware counsel, and PricewaterhouseCoopers LLP as its financial advisor. Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in liabilities as of the Chapter 11 filing. ROLLING MEADOWS, TX: Fitch Rates $18.2-Mil. Revenue Bonds 'BB+' --------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to the expected issuance of the following bonds issued on behalf of Rolling Meadows, TX: -- $18,210,000 Red River Health Facilities Development Corporation first mortgage revenue bonds (Wichita Falls Retirement Foundation Project), series 2012. The series 2012 bonds are expected to be issued as fixed-rate bonds. Proceeds will be used to refund a bank loan and pay certain costs of issuance. The current debt issuance will represent all of Rolling Meadows' outstanding long-term debt. The series 2012 bonds are expected to price the week of Oct. 15 via negotiation. The Rating Outlook is Stable. SECURITY Debt payments are secured by a pledge of the gross revenues of the obligated group and a mortgage. The obligor is Rolling Meadows. In addition, a fully funded debt service reserve fund provides additional security for bondholders. KEY RATING DRIVERS STRONG, CONSISTENT OPERATING PERFORMANCE: Rolling Meadows' operating ratio has averaged 87.7% over the last four audited years and stood at 81.3% in the six-month interim period. Rolling Meadows' operating performance is a credit strength at the current rating level. The operating ratio did rise to 90.7% in 2011, due to lower independent living (IL) occupancy, but a positive trend in IL occupancy brought the ratio down in the interim period. IMPROVING IL OCCUPANCY: IL occupancy, which had generally been above 90% dropped to 86% in 2011 due to the departure of Rolling Meadows' long-time marketing director and a higher than usual number of turnovers. However, with a new marketing director in place, IL occupancy has been on a positive trend and reached 90% at June 30, 2012. SMALL REVENUE BASE: With total revenue of $8.9 million in 2011, Rolling Meadows has one of the smallest revenue bases among Fitch's rated senior living credits. Fitch's median revenue size for standalone continuing care retirement communities is $24 million. While many of Rolling Meadows' ratios are at the investment grade level, Fitch would expect many of these ratios to exceed the medians to provide a level of financial cushion to offset the risks associated with its small revenue base. These risks are reflected in Rolling Meadows' elevated debt burden and the effect that even a modest drop in occupancy had on operations, when in 2011 its 86% occupancy raised its operating ratio to 90.7%, leading debt service coverage to drop to 1.4x. LIQUIDITY SOLID FOR RATING LEVEL: At June 30, 2012, Rolling Meadows had $8.7 million in unrestricted cash and investments, which equated to 449.9 days cash on hand (DCOH), a pro forma 6.6x cushion ratio, and 48.9% cash to debt, all of which are near or at Fitch's 'BBB' category medians. ELEVATED DEBT BURDEN: Pro forma maximum annual debt service (MADS) as a percent of revenue at 15.5% is elevated for the rating level. Pro forma MADS coverage in 2011 of 1.4x was thin but improved to 2x in the six-month interim as occupancy improved. ADDITIONAL QUALITATIVE STRENGTHS: While the service area does have some competition from other rental facilities, the size of Rolling Meadows' units relative to its monthly fees and its expansive campus position Rolling Meadows well. Additionally, the service area benefits from a handful of large employers, including Sheppard Air Force base, which has 60,000 trainees a year; Midwestern University, a liberal arts university; and three hospitals. CREDIT PROFILE Located in Wichita Falls, TX, which is approximately 150 miles north west of Dallas, Rolling Meadows is a type-D rental continuing care retirement community with 170 independent living units (ILUs), composed of 56 cottages and 114 apartments, and 82 skilled nursing facility beds (SNFs). Rolling Meadows has its own home health agency for residents, which enables the provision of assisted living services for a fee. In 2011 (Dec. 31 year end), Rolling Meadows reported total operating revenues of $8.9 million. Rolling Meadows' operating profile can be characterized by consistent operating performance, strong liquidity, and good occupancy. The primary credit concern is Rolling Meadows' small revenue base and elevated debt burden. Historical coverage of pro forma MADS of 1.4x was thin in 2011 and is related to a drop in occupancy. Occupancy improved to 90% in the six-month interim and pro forma MADS coverage improved as well, to 1.9x. However, the pressure to maintain occupancy levels at 90% or above to produce coverage is a credit concern. Rolling Meadows' debt burden is high, with MADS as a percentage of revenue at 15.2% in the six-month interim and its adjusted debt to capitalization at a very high 107%. At June 30, 2012, Rolling Meadows' unrestricted cash and investments totaled approximately $8.7 million (reduced by $1.7 million for the expected funding of a debt service reserve fund), which equals 449.9 DCOH, 6.6x cushion ratio, and 48.9% cash to debt. These figures are solid for the rating level and mitigate some of the concerns over the small revenue base. Rolling Meadows recently hired an investment manager to diversify its investment allocation, which historically had been only fixed income. Approximately $5 million of Rolling Meadows' unrestricted cash and investments is actively managed with approximately 65% in equities, which is aggressive for the rating level. However, Rolling Meadows keeps sufficient operating cash on the balance sheet and its conservative debt structure mitigates the credit concern as to the investment allocation. Rolling Meadows has a very high average age of plant of 20.5 years at Dec. 31, 2011. Fitch toured Rolling Meadows and found it to be in marketable condition, and the average age of plant is not a credit concern. While there have been no major expansions or additions since it opened in 1984, Rolling Meadows consistently invests in its campus. Currently, Rolling Meadows is in the middle of a major renovation project of its central building entrance, which is a three-story, vaulted ceiling atrium that receives lots of sunlight. The project includes the rebuilding of the main dining room, the addition of a separate coffee bar and lounge, and other upgrades to the main entrance. The project began in March 2012 and will cost approximately $700,000 including other campus- wide projects, such as a small parking expansion. The project will be funded out of cash flow. Fitch views the entryway expansion positively and believes it will significantly enhance Rolling Meadows' marketing efforts. The apartments and cottages are relatively well-sized in spite of being built in the 1980s. The apartments range from 409 square feet to 975 square feet, for studios and one bedrooms. The cottages, which are brick, show well, especially relative to the area houses, and range in size from 1,188 square feet to 1,521 square feet. Rolling Meadows is in the process of updating its vacated apartments, currently focusing on one-bedrooms, which represent the majority of available apartments. Occupancy in the cottages has consistently been strong, staying above 90% even as the overall IL occupancy fell below 90%. The Stable Outlook reflects Fitch's belief that Rolling Meadows will sustain levels of occupancy necessary to produce consistent levels of operating results and debt service coverage. No additional debt is expected in the next two to three years. Rolling Meadows has land available on its campus for expansion but any development of this land is at least five years away. Rolling Meadows will covenant to provide annual audited disclosure within 150 days and quarterly un-audited disclosure within 45 days. SANKO STEAMSHIP: Japanese Proceeding Recognized by U.S. Court ------------------------------------------------------------- The Hon. James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York recognized as foreign main proceeding pursuant to Section 1517(b)(1) of the Bankruptcy Code Sanko Steamship Co., Ltd.'s proceeding under the Corporate Reorganization Act of Japan (Kaisha Kosei Ho) (as amended), pending before the Tokyo District Court, Civil Department No. 8. About Sanko Steamship The Sanko Steamship Co. Ltd., which owns or operates 156 vessels, on July 2, 2012, commenced bankruptcy reorganization proceedings under the Corporate Reorganization Act of Japan before the Tokyo District Court, Civil Department No. 8. Hisashi Asafuji, in his capacity as the representative director and foreign representative of Sanko in the Japanese Proceeding, filed parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-12815) in Manhattan on the same day. Chiyoda-ku, Tokyo-based Sanko said assets on March 31, 2012, were about $1 billion while debt totaled $947 million, mostly unsecured. The debt total doesn't include liabilities on chartered vessels. U.S. Bankruptcy Judge James M. Peck presides over the Chapter 15 case. Daniel J. Guyder, Esq., at Allen & Overy LLP, represents the foreign representative. SAVERS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its corporate credit rating on Savers Inc. at 'B'. The outlook is stable. "At the same time, we assigned a 'B' issue-level rating with a '3' recovery rating to the new term loan C. The '3' recovery rating indicates our expectation for meaningful (50% to 70%) recovery of principal in the event of a payment default. Savers expects to use the proceeds from the new $715 million term loan C to refinance its existing term loan B, fund the acquisition of a small regional thrift chain and repay revolver borrowings. Upon the closing of the new term loan C, we expect to withdraw the rating on the existing term loan B," S&P said. "The rating on for-profit thrift retailer Savers reflects Standard & Poor's expectation that despite moderate operational gains, the company's financial risk profile will remain 'highly leveraged' in the coming year. The regional thrift chain acquisition is small, adding less than 5% to Savers' EBITDA. However, the deal allows Savers to grow in the Midwestern U.S. and reduce costs through modest synergies. The acquisition is leverage-neutral, with pro forma debt to EBITDA remaining at 7.9x in the year ended June 30, 2012, which is the same as following the private equity sale to buyers including Leonard Green & Partners L.P. and TPG earlier this year. Leverage remains flat because added operating earnings from the target offsets moderately higher debt. Meanwhile, interest coverage will improve slightly to 2.6x from 2.5x for the transaction as the term loan and revolver re-pricing affords the company about $5 million in interest savings," S&P said. "Savers continues to post strong performance, with sales up 21% and EBITDA up 23% in the year through June 30, 2012 because of recent positive comparable-store sales in both the U.S. and Canada. Our outlook for the thrift industry remains positive in the coming year, as customers remain frugal in the still-weak economy and merchandise reuse and recycling garner growing acceptance. However, we view Savers' business risk profile as 'weak,' reflecting its narrow focus and potential for merchandise shortages if charitable donations decline. Other risks include increased competition from mass merchants and exposure to foreign currency exchange rates," S&P said. "We expect an estimated 26% EBITDA increase for the fiscal year ending Dec. 31, 2012, as Savers continues to grow its comparable- store sales and integrate the new small regional thrift stores. We project this operational enhancement will push leverage down to the low-7.0x area by the end of fiscal 2012 and to the high-5.0x area by the end of fiscal 2013 as the company benefits from continued high repeat traffic and improved operating leverage. We expect Savers' EBITDA margin to increase 190 basis points (bps) to 17.7% in fiscal 2012 because of benefits from the small regional thrift chain acquisition and as Savers continues to integrate highly efficient Apogee stores acquired last year," S&P said. SCHWAB INDUSTRIES: Shareholders Can't Pursue Malpractice Lawsuit ---------------------------------------------------------------- Bankruptcy Judge Russ Kendig dismissed a malpractice action filed by shareholders of Schwab Industries, Inc., and its affiliated entities against the Debtors' lead bankruptcy counsel, Hahn Loeser & Parks LLP and Lawrence E. Oscar, Esq., holding that the shareholders lack standing to pursue claims for professional negligence/legal malpractice, fraudulent inducement, and negligent misrepresentation. The Court said the claims are property of the estate and therefore must be pursued by and on behalf of the estate. In this case, Judge Kendig said, that torch has been passed to the creditor trustee, John B. Pidcock. As shareholders of the Debtors, the Court said the Plaintiffs did not identify any particularized injury to separate their claims from the corporate claims now part of the estate. Further, the Plaintiffs did not request or obtain authority to maintain any action. The amended complaint will be dismissed based on the Plaintiffs' lack of standing. Even if the Plaintiffs had standing, the Court said their claims are barred by res judicata. The lawsuit is, DAVID A. SCHWAB, et al., Plaintiffs, v. LAWRENCE E. OSCAR, ESQ., and HAHN LOESER & PARKS, LLP, Defendants, Adv. Proc. No. 12-6035 (Bankr. N.D. Ohio). A copy of the Bankruptcy Court's Sept. 20, 2012 Memorandum of Opinion is available at http://is.gd/N1Rc3ifrom Leagle.com. About Schwab Industries Dover, Ohio-based Schwab Industries, Inc., produced, supplied and distributed ready-mix concrete, concrete block, cement and related supplies to commercial, governmental and residential contractors throughout Northeast Ohio and Southwest Florida. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 10-60702) on Feb. 28, 2010. Affiliates Medina Cartage Co.; Medina Supply Company; Quality Block & Supply, Inc.; O.I.S. Tire, Inc.; Twin Cities Concrete Company; Schwab Ready-Mix, Inc.; Schwab Materials, Inc.; and Eastern Cement Corp. also sought bankruptcy protection. The Parkland Group, Inc., provided restructuring services and designated Laurence V. Goddard as Chief Restructuring Officer. Hahn Loeser & Parks LLP served as bankruptcy counsel. Brouse McDowell, LPA, served as special counsel. Garden City Group, Inc., served as claims, noticing and balloting agent. The Company estimated its assets and liabilities at $50 million to $100 million. As part of the bankruptcy, substantially all of the Debtors' assets via auction. The Court entered a sale order on May 28, 2010. Subsequently, the Court confirmed a liquidation plan. Through the sale and plan, a creditor trust was established for the benefit of the unsecured creditors and John B. Pidcock was designated Creditor Trustee. The Debtor was later renamed SII Liquidation Company. SIRIUS INT'L: Fitch Rates $250-Mil. Preference Shares 'BB+' ----------------------------------------------------------- Fitch Ratings has upgraded the Insurer Financial Strength (IFS) ratings of Sirius International Insurance Group, Ltd.'s (Sirius Group) operating subsidiaries, Swedish-based Sirius International Insurance Corporation (Sirius International) and U.S.-based Sirius America Insurance Company (Sirius America), to 'A' from 'A-'. The Rating Outlook is Stable. All other ratings of White Mountains Insurance Group, Ltd. and its subsidiaries (White Mountains) are not affected by this action and were most recently affirmed with a Stable Outlook by Fitch on Aug. 7, 2012. The rating action follows a periodic review by Fitch of the regulatory environment in Sweden with respect to reinsurance companies, and Fitch's updated belief that the existence of a Special Register under the Swedish Insurance Business Act provides additional protections for reinsured obligations that had not been previously reflected in the rating. Under the Special Register, Swedish reinsurers are to set aside certain assets to the benefit of reinsured obligations, giving them a degree of effective priority over other obligations, in Fitch's opinion. In most regulatory jurisdictions, including Europe and the U.S., reinsurance obligations are not afforded priority. Under Fitch's ratings methodologies, priority afforded an obligation typically results in a one notch ratings benefit, since such obligations would be expected to recover higher amounts in the event of default or insolvency compared to an obligation that is not afforded priority. The upgrade was also applied to Sirius International's wholly owned New York-based subsidiary, Sirius America, which receives stop-loss and other capital support from Sirius International, and is rated on a group basis. See the Fitch Rating Action Commentary dated Aug. 7, 2012 on White Mountains for additional details, including a summary of areas of sensitivity and triggers that could result in a future upgrade or downgrade of the ratings. Fitch upgrades the following ratings with a Stable Outlook: Sirius International Insurance Corporation Sirius America Insurance Company -- IFS to 'A' from 'A-'. Fitch currently rates White Mountains and its subsidiaries as follows: White Mountains Insurance Group, Ltd. -- Issuer Default Rating (IDR) 'BBB+'. OneBeacon U.S. Holdings, Inc. -- IDR 'BBB+'; -- $270 million 5.875% due May 15, 2013 'BBB'. Sirius International Group, Ltd. -- IDR 'BBB+'; -- $400 million 6.375% due March 20, 2017 'BBB'; -- $250 million perpetual non-cumulative preference shares 'BB+'. OneBeacon Insurance Group and Their Members: Atlantic Specialty Insurance Company Camden Fire Insurance Association (The) Employers' Fire Insurance Company (The) Essentia Insurance Company Homeland Insurance Company of New York Northern Assurance Company of America (The) OneBeacon America Insurance Company OneBeacon Insurance Company OneBeacon Midwest Insurance Company Pennsylvania General Insurance Company Traders & General Insurance Company -- IFS 'A'. The Rating Outlook is Stable. SO CALIF UNIV: Moody's Withdraws 'B1' Rating on Bonds ----------------------------------------------------- Moody's Investors Service has withdrawn the B1 rating on Southern California University of Health Science's (CA) Bonds, Series 1997 which were issued through the California Educational Facilities Authority. The rating withdrawal follows the redemption of these bonds. At this time, Southern California University of Health Sciences no longer maintains debt outstanding with a Moody's rating based on its own credit quality. Moody's has withdrawn the rating because the bonds have been redeemed. SOLYNDRA LLC: Wins OK to Auction Factory, Headquarters ------------------------------------------------------ Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Mary F. Walrath on Monday cleared Solyndra LLC to auction its sprawling California solar panel factory and headquarters, with hard drive manufacturer Seagate Technology LLC providing the initial $90.3 million stalking horse bid. At a court hearing in Wilmington, U.S. Bankruptcy Judge Mary F. Walrath signed off on bidding procedures for the auction and tentatively set a Nov. 15 hearing for final approval of the sale to Seagate or another higher bidder, Bankruptcy Law360 relates. About Solyndra LLC Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. BDO Consulting, a division of BDO USA, LLP, as financial advisor and BDO Capital Advisors, LLC, serves as investment banker for the creditors' panel. The Official Committee of Unsecured Creditors of Solyndra LLC has tapped Blank Rome LLP as counsel and BDO Consulting as financial advisors. In October 2011, the Debtors hired Berkeley Research Group, LLC, and designated R. Todd Neilson as Chief Restructuring Officer. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. When they filed for Chapter 11, the Debtors pursued a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors were unable to identify any potential buyers, an orderly liquidation of the assets for the benefit of their creditors. Solyndra did not receive acceptable offers to buy the business as a going concern. Two auctions late last year brought in a total of $8 million. A three-day auction in February generated another $3.8 million. An auction in June generated $1.79 million from the sale of 7,200 lots of equipment. Solyndra filed a liquidating plan at the end of July and scheduled a hearing on Sept. 7 for approval of the explanatory disclosure statement. The Plan is designed to pay 2.5% to 6% to unsecured creditors with claims totaling as much as $120 million. Unsecured creditors with $27 million in claims against the holding company are projected to have a 3% dividend. SPRINGLEAF FINANCE: Fortress VP to Assume CFO Position ------------------------------------------------------ Donald R. Breivogel, Jr., senior vice president, chief financial officer, and a director of Springleaf Finance Corporation, advised the Company of his intent to retire and to resign as an officer and director of the Company and its subsidiaries on or about Dec. 31, 2012. The Company anticipates that Macrina Kgil, vice president of Fortress Investment Group LLC, an affiliate of the Company, will be assuming the position of Chief Financial Officer upon Mr. Breivogel's retirement. Ms. Kgil, age 37, has been a Vice President at Fortress since January 2008. Prior to that, she was employed by PricewaterhouseCoopers. She will be joining the Company on Oct. 1, 2012, as a Controller. About Springleaf Finance Springleaf was incorporated in Indiana in 1927 as successor to a business started in 1920. From Aug. 29, 2001, until the completion of its sale in November 2010, Springleaf was an indirect wholly owned subsidiary of AIG. The consumer finance products of Springleaf and its subsidiaries include non-conforming real estate mortgages, consumer loans, retail sales finance and credit-related insurance. The Company's balance sheet at June 30, 2012, showed $15.29 billion in total assets, $13.95 billion in total liabilities and $1.34 billion in total shareholders' equity. * * * The Troubled Company Reporter said on Feb. 8, 2012, that Standard & Poor's Ratings Services lowered its issuer credit rating on Springleaf Finance Corp. and its issue credit rating on the company's senior unsecured debt to 'CCC' from 'B'. Standard & Poor's also said it lowered its issue credit ratings on Springfield's senior secured debt to 'CCC+' from 'B+' and on the company's preferred debt to 'CC' from 'CCC-'. The outlook on Springleaf's issuer credit rating is negative. "Springleaf's announcement that it will shut down about 60 branches and stop lending in 14 states highlights the operating, funding, and liquidity challenges that the firm faces as it works to pay down the $2 billion of debt coming due in 2012 and to establish a stable long-term funding strategy. The downgrade also reflects the company's poor earnings, exposure to weak residential markets and uncertainty about its ability to refinance debt or securitize assets over the coming year. We believe that should its funding or securitization options become unavailable, the company will not have enough liquidity to survive 2012, and in that case a distressed debt exchange would be likely. The company has retained financial advisors to assess its options," S&P said. As reported by the Troubled Company Reporter on Sept. 9, 2011, Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and unsecured debt ratings on Springleaf Finance, Inc. (Springleaf) and affiliates to 'CCC' from 'B-'. The downgrade of Springleaf's IDR was driven by Fitch's continued concerns regarding the company's lack of meaningful liquidity and funding flexibility, as $2 billion of unsecured debt matures in 2012. Minimal progress has been made in implementing a long-term funding plan since the acquisition by Fortress Investment Group LLC (Fortress) in November 2010; therefore, barring meaningful access to the securitization market over the next several months, Springleaf may have insufficient flexibility to address its near- term debt maturities. In the June 5, 2012, edition of the TCR, Moody's Investors Service downgraded Springleaf Finance Corporation's senior unsecured and corporate family ratings to Caa1 from B3. The downgrade reflects Springleaf's funding constraints and uncertain liquidity outlook, increased operational stresses, and record of operating losses since early 2008. STEPHEN YELVERTON: Marital Support Payments Are Nondischargeable ---------------------------------------------------------------- Stephen Thomas Yelverton, Plaintiff, v. Alexandra N. Senyi De Nagy-Unyom, Defendant, Adv. Proc. No. 12-10011 (Bankr. D.D.C), seeking a determination that all monetary obligations owed to his former wife, Alexandra N. Senyi de Nagy-Unyom, including those arising under a prenuptial agreement, are dischargeable and thus discharged by his discharge under 11 U.S.C. Sec. 727. In his motion for summary judgment, Mr. Yelverton contends that because the prenuptial agreement was not ratified, merged into, or incorporated into the decree of divorce, the obligations arising under that agreement are contractual obligations and not domestic support or marital obligations excepted from discharge under 11 U.S.C. Sections 523(a)(5) and 523(a)(15). In her own motion for summary judgment, Senyi contends that her claims against Yelverton are excepted from discharge (a) pursuant to 11 U.S.C. Section 523(a)(2)(B) because Senyi reasonably relied upon statements made by Yelverton, who was acting in bad faith and with the intent to deceive, regarding his intent to honor the obligations set forth in the prenuptial agreement; (b) pursuant to 11 U.S.C. Section 523(a)(6) because Yelverton's allegedly false statements regarding his drafting of the agreement to be enforceable and to ensure support of Senyi were made with the intent to defraud Senyi; (c) pursuant to 11 U.S.C. Section 523(a)(5) because the claims constitute domestic support obligations; and (d) pursuant to 11 U.S.C. Section 523(a)(15) because they arise under a judgment of absolute divorce entered in the Superior Court of the District of Columbia. In a Sept. 24, 2012 Memorandum Decision available at http://is.gd/4dOt7Zfrom Leagle.com, Bankruptcy Judge S. Martin Teel, Jr., ruled that: 1. Senyi has met her burden to show that the $7,000 monthly marital support payments and the $17,000 monthly alimony payments described in the prenuptial agreement and referred to in the divorce decree are nondischargeable obligations under Section 523(a)(5) or Section 523(a)(15), and will grant summary judgment in Senyi's favor as to those portions of her claim. 2. As to Senyi's $140,000 claim for employment-related income and the $26,000 claim for unpaid rental obligations mentioned in the prenuptial agreement, Senyi has failed to produce or point to any evidence adequate to support a finding that these are nondischargeable obligations under Section 523(a), and I will grant summary judgment in favor of Yelverton as to the obligations. 3. Finally, Senyi's claims include a postnuptial document wherein Yelverton agreed to pay to her the first $100,000 he receives out of the proceeds of the debtor's interest in a family corporation owning a North Carolina pig operation. Senyi has not shown that this obligation, if a monetary claim, is of a nondischargeable character, and I will grant Yelverton summary judgment as to that obligation, without prejudice to Senyi's later seeking a determination of nondischargeability for any monetary claim awarded to her, based on the postnuptial document, in remand proceedings in the Superior Court under D.C. Code Section 16-910. 4. To the extent that remand proceedings in the Superior Court result in an award of property to Senyi that is effective against the bankruptcy estate, such an award will not constitute a claim for money and thus will not present an issue of dischargeability. To the extent that, in lieu of Senyi actually obtaining property from Yelverton, the remand proceedings result in an award of a money claim against Yelverton, then at that juncture Senyi can seek a judgment declaring the debt to be nondischargeable under Section 523(a)(15). Stephen T. Yelverton is the sole member of the Yelverton Law Firm, PLLC. He filed for Chapter 11 bankruptcy protection (Bankr. D. D.C. Case No. 09-00414) on May 14, 2009. Judge S. Martin Teel, Jr., on Aug. 20, 2010, denied confirmation of the Debtor's plan and converted the case to Chapter 7. SUPERIOR TOMATO-AVOCADO: Objection to PACA Claim Overruled ---------------------------------------------------------- Bankruptcy Judge Leif M. Clark overruled the objection of Superior Tomato-Avocado, Ltd., against the claim filed by A&A Concepts LLC pursuant to the Perishable Agricultural Commodities Act. There is no dispute that the creditor is owed money. The dispute focuses on whether the creditor's claim qualifies for priority of treatment by virtue of its claimed status as a "trust claim" under PACA. The Debtor's special PACA counsel objected to the claim on grounds that the filing did not comply with the requirements of PACA, so that it did not qualify for priority of treatment. The creditor claims substantial compliance, and argues that, under the case law, that is all that is required. Prior to the bankruptcy, A&A Concepts sold produce to Superior, for which it is still owed $150,595. A&A filed a PACA trust claim against Superior following the Chapter 11 filing. A copy of the Court's Sept. 24, 2012 Memorandum Decision and Order is available at http://is.gd/3vWe6dfrom Leagle.com. About Superior Tomato-Avocado Superior Tomato-Avocado, Ltd. is a produce company, dealing mainly with its namesake tomatoes and avocados, and is a major supplier to grocery stores throughout Texas. Superior filed a voluntary Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-50074) on Jan. 3, 2012. SUMMERFIELD LLC: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Summerfield, LLC P.O. Box 10616 Cedar Rapids, IA 52410-0616 Bankruptcy Case No.: 12-01783 Chapter 11 Petition Date: September 24, 2012 Court: United States Bankruptcy Court Northern District of Iowa (Cedar Rapids) Judge: Thad J. Collins Debtor's Counsel: Joseph A. Peiffer, Esq. DAY RETTIG PEIFFER, P.C. P.O. Box 2877 Cedar Rapids, IA 52406-2877 Tel: (319) 365-0437 E-mail: joep@drpjlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ianb12-01783.pdf The petition was signed by Dennis J. Stevenson, managing member. SWISHER HYGIENE: Receives NASDAQ Determination Letter ----------------------------------------------------- Swisher Hygiene Inc. disclosed that, on Sept. 20, 2012, it notified The NASDAQ Stock Market ("NASDAQ") that its Form 10-K for the year ended Dec. 31, 2011 (the "Form 10-K") and Form 10-Qs for the quarterly periods ended March 31, 2012 and June 30, 2012 (together, the "Form 10-Qs") will not be filed with the Securities and Exchange Commission by Sept. 26, 2012, which is the extended deadline for filing previously granted to Swisher Hygiene by NASDAQ. As a result of this notification, on Sept. 21, 2012, Swisher Hygiene received a letter from NASDAQ advising that it remains non-compliant with the requirements for continued listing under NASDAQ Listing Rule 5250(c)(1) due to Swisher Hygiene's failure to timely file the Form 10-K and the Form 10-Qs. The letter further indicates that Swisher Hygiene's common stock is subject to delisting from NASDAQ unless it requests a hearing before a NASDAQ Listing Qualifications Panel (the "Panel") within seven calendar days of receipt of the letter. Swisher Hygiene intends to timely request a hearing before the Panel. Swisher Hygiene's request for a hearing will automatically stay any delisting action for a period of 15 days from the date of the request. In addition, in connection with its request for a hearing, Swisher Hygiene will request that the Panel continue the stay of delisting until the conclusion of the hearing process. Swisher Hygiene expects that a hearing will be set for 30 to 45 days from the date of the request and that the Panel will take approximately one to six weeks from the hearing date to render a decision. If Swisher Hygiene's plan to regain compliance is approved, the Panel may provide Swisher Hygiene up to 360 days from the original due date for the Form 10-K, which was March 30, 2012. However, Swisher Hygiene cannot provide assurance that the Panel will grant the company a stay of Staff's delisting determination until the conclusion of the hearing process or that it will grant Swisher Hygiene an exception for additional time to regain compliance with NASDAQ's filing requirement. "We are disappointed that the review process remains ongoing and that we continue to be in non-compliance with NASDAQ," said Thomas Byrne, Interim President and Chief Executive Officer of Swisher Hygiene. "While the process remains ongoing, Swisher Hygiene continues to conduct its day-to-day business and remains dedicated to providing outstanding customer service." Swisher Hygiene has been noted in default of the continuous disclosure requirements by the securities regulators in several provinces of Canada for certain failures stemming from the non- compliance described above, including the failure to timely file its annual financial statements for the year ended December 31, 2011 and related information, and for publicly acknowledging that certain of its previously filed financial statements may no longer be relied upon. In connection with these defaults, Swisher Hygiene previously applied to the Ontario Securities Commission (the "OSC"), as its principal Canadian securities regulator, for a temporary order prohibiting its directors and officers from trading in the securities of Swisher Hygiene for as long as these defaults remain outstanding. If a management cease trade order is granted, it is not expected to affect the ability of persons who are not directors or officers of Swisher Hygiene to trade in the securities of Swisher Hygiene. In the absence of a management cease trade order, and in the event that the continuous disclosure defaults have not been remedied, the Canadian securities regulators may issue a general cease trade order against Swisher Hygiene. The shares of Swisher Hygiene's common stock trade on the Toronto Stock Exchange (the "TSX") under the symbol "SWI." However, the TSX has previously indicated that, if Swisher's non- compliance with the applicable filing requirements continues past September 2012, the TSX may conduct a formal delisting review in respect of Swisher. About Swisher Hygiene Inc. Swisher Hygiene Inc. is a NASDAQ and TSX listed company that provides essential hygiene and sanitation solutions to customers throughout much of North America and internationally through its global network of company-owned operations, franchises and master licensees operating in countries across Europe and Asia. TECHNEST HOLDINGS: Acquires DigiPath Solutions for $2.4 Million --------------------------------------------------------------- AccelPath, Inc., formerly known as Technest Holdings Inc., has acquired privately held DigiPath Solutions, LLC, a leading provider of digital telepathology and laboratory development and management services in Texas. Founded in 2010, DigiPath currently services six pathology laboratories covering eight customers in Houston, Texas, with near-term plans to expand further in Texas. DigiPath had audited fiscal year June 30, 2012, revenues of $1.1 million, which represented a 106% increase over the prior year and EBITDA of $561,000, a 50% increase from the prior year. Rishi Reddy, founder and Chief Executive Officer of DigiPath will join the AccelPath medical advisory board and help to integrate the DigiPath business into AccelPath while also leading AccelPath's global expansion and developing its 3D imaging technology. Mr. Reddy will also focus on integrating DigiPath's laboratory build and management capabilities into AccelPath. His experienced sales and operations team will continue to manage existing customer pathology laboratories while engaging new business contracts and developing and managing new pathology laboratories in the DigiPath pipeline. The DigiPath team will also assist with AccelPath's new business pipeline by offering similar laboratory development and management capabilities to prospective clients. AccelPath acquired DigiPath for an aggregate purchase price of $2.4 million, which consists of cash, 1,250 shares of AccelPath convertible preferred stock, and a promissory note issued to Mr. Reddy in the amount of $1,050,000. In addition, the Company entered into a one-year consulting agreement with Mr. Reddy. "After spending the past several months with the AccelPath management and operating team, I have become very impressed with their wealth of knowledge in digital telepathology and, specifically, their workflow software technology," stated Mr. Reddy. "The Company's digital telepathology workflow software will facilitate the expansion of DigiPath's business and take it to the next level of automation. Further, we are pleased to bring DigiPath's laboratory development capabilities to the Company, which will provide a broader product offering to the combined entity and facilitate growth. I also look forward to assisting with the development of the Company's proprietary 3D imaging technology as it relates to digital telemedicine. This is a very exciting time for the combined companies." "We are very pleased to have Mr. Reddy join our team," stated Shekhar Wadekar, AccelPath's chief executive officer. "We are truly impressed by his performance of substantially growing DigiPath from a start-up to a profitable entity within a very short time. He brings a wealth of knowledge to the Company from an operational and growth perspective. Further, Mr. Reddy will play an integral role in developing certain of our proprietary 3D imaging technologies as they relate to digital telemedicine and we welcome Mr. Reddy and his team to AccelPath. AccelPath will continue to seek out similar synergistic acquisitions." A copy of the Form 8-K as filed with the SEC is available at: http://is.gd/8ggkMP About Technest Holdings Bethesda, Md.-based Technest Holdings, Inc., has two primary businesses: AccelPath, which is in the business of enabling pathology diagnostics and Technest, which is in the business of the design, research and development, integration, sales and support of three-dimensional imaging devices and systems. Following the fiscal 2011 results, Wolf & Company, P.C., in Boston, Massachusetts, expressed substantial doubt about Technest Holdings' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has negative cash flows from operations, a stockholders' deficit and a working capital deficit. The Company reported a net loss of $2.9 million on $450,000 of revenues for the fiscal year ended June 30, 2011, compared with a net loss of $325,000 on $0 revenue for the fiscal year ended June 30, 2010. The Company's balance sheet at March 31, 2012, showed $5.29 million in total assets, $6.55 million in total liabilities and a $1.25 million total stockholders' deficit. UNIVAR INC: S&P Affirms 'B+' CCR on Stable Operating Performance ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' issue-level rating (the same as its corporate credit rating) on Univar Inc.'s term loan B. "The '3' recovery rating on the term loan remains unchanged, indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default," S&P said. "We also affirmed our 'B+' corporate credit rating on the company. The outlook is stable," S&P said. "The ratings on Univar reflect its high leverage and very aggressive financial policies, as well as our expectation that favorable business conditions and operating trends over the next couple of years will continue to support adequate cash flow generation, 'strong' liquidity, and a modestly improving financial profile," said credit analyst Seamus Ryan. "We characterize Univar's business risk profile as 'satisfactory' and its financial risk profile as 'highly leveraged'." "The stable outlook reflects our expectation for steady operating results and our belief that relatively favorable business conditions will allow Univar to maintain a financial profile consistent with the ratings. We expect increasing volumes--mostly through acquisitions--and stable margins, as a result of various cost-reduction efforts and synergies related to its acquisitions, to support operating results. The stable outlook also reflects our view that moderate cash flow generation should continue to support capital expenditures, modest acquisitions, and gradual debt reduction," S&P said. "We could raise the ratings modestly if FFO-to-total debt exceeds 12% and total debt-to-EBITDA decreases to below 5x on a sustained basis. However, Univar's very aggressive financial policies, including the potential to further increase debt to fund larger acquisitions or dividend distributions to shareholders, limit the potential for an upgrade over the near term," S&P said. "We could lower the ratings if liquidity declines significantly or if free cash flow generation is lower than we project because of unexpected business challenges. We could also lower the ratings if EBITDA margins weaken by 100 basis points or more and volumes decline about 10% from current expectations. At that point, we expect the company's credit metrics would weaken, including leverage deteriorating to 7x or higher and FFO-to-total debt decreasing to about 5%. We could also lower the ratings if unexpected cash outlays or aggressive financial policy decisions reduce the company's liquidity or stretch its financial profile," S&P said. VALEANT PHARMA: Moody's Says Upsized Bond Credit Negative --------------------------------------------------------- Moody's Investors Service commented that the upsized bond offering of Valeant Pharmaceuticals International, a subsidiary of Valeant Pharmaceuticals International, Inc. (collectively "Valeant") is credit negative, but does not impact the B1 rating recently assigned to the bond offering. There is also no impact to the other rating of Valeant including the Ba3 Corporate Family Rating and Ba1 senior secured credit facility rating. Proceeds of the bond offering are expected to be used for acquisitions and general corporate purposes, including Valeant's pending acquisition of Medicis Pharmaceutical Corporation. The rating outlook is negative. The principal methodology used in rating used in this rating Valeant was the Global Pharmaceutical Industry published in October 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Montreal, Quebec, Valeant Pharmaceuticals International, Inc. [NYSE: VRX] is a global specialty pharmaceutical company formed from the merger of Biovail Corporation and Valeant Pharmaceuticals International. For the first six months of 2012 Valeant reported net revenues of approximately $1.7 billion. VIKING SYSTEMS: 83.6% of Outstanding Common Shares Tendered ----------------------------------------------------------- CONMED Corporation announced the successful completion of the tender offer by its wholly-owned subsidiary, Arrow Merger Corporation ("Merger Sub"), for all of the outstanding shares of common stock of Viking Systems, Inc., at a price of $0.27 per share, net to the seller in cash. U.S. Bank National Association, the depositary for the tender offer, has advised CONMED that, as of 12:00 midnight, New York City time, on Sept. 21, 2012, the expiration of the tender offer, approximately 64,358,946 shares were validly tendered and not withdrawn in the tender offer, representing approximately 83.59% of Viking's currently outstanding shares. CONMED has accepted for payment all shares validly tendered and not withdrawn and will promptly pay for those shares. Merger Sub will acquire all of the remaining outstanding shares of Viking common stock by means of a merger under Delaware law. As a result of the purchase of shares in the tender offer, Merger Sub has sufficient voting power to approve the merger without the affirmative vote of any other Viking stockholder. In order to accomplish the merger as a "short-form" merger, Merger Sub currently intends to exercise its "top-up" option pursuant to the merger agreement, which permits Merger Sub to purchase additional shares of common stock of Viking directly from Viking for $0.27 per share. Following the merger, Viking will become a wholly- owned subsidiary of CONMED, and each share of Viking's outstanding common stock will be cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. About Viking Systems Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB: VKNG.OB) -- http://www.vikingsystems.com/-- is a developer, manufacturer and marketer of visualization solutions for complex minimally invasive surgery. The Company partners with medical device companies and healthcare facilities to provide surgeons with proprietary visualization systems enabling minimally invasive surgical procedures, which reduce patient trauma and recovery time. Viking Systems reported a net loss applicable to common shareholders of $2.92 million in 2011, compared with a net loss applicable to common shareholders of $2.43 million in 2010. The Company's balance sheet at June 30, 2012, showed $4.71 million in total assets, $3.10 million in total liabilities and $1.61 million in total stockholders' equity. VISUALANT INC: Expands Leadership with New VP of Biz. Development ----------------------------------------------------------------- Visualant, Inc., announced that Todd Martin Sames joined its executive team as Vice President of Business Development. Mr. Sames is responsible for driving new licensing agreements for the company's Spectral Pattern Matching (SPM) Technology with a wide- range of original device manufacturers. The Company believes this new role will dramatically bolster its expansion efforts. Mr. Sames brings over 25 years of industry experience to the expanding Visualant team. He most recently held an executive position at INX, where he ultimately led in the creation of a new Business Unit. The project resulted in a successful new line of video conferencing, telecommunication, and security solutions for Cisco. Mr. Sames has also established partnerships with other well-known companies such as Polycom, LifeSize, and TANDBERG. He considers his unique ability to build relationships and generate sales his greatest asset, one he will use to help take Visualant to the next level. During his tenure conducting corporate sales at Egghead Software, Todd closed and managed Fortune 1000 accounts with Disney, Unocal, Lockheed and General Electric, among many others. Ron Erickson, Visualant CEO, expressed admiration of Mr. Sames' history of consistency and demonstrated track-record of implementing successful business development of emerging technologies and technology companies throughout his career of more than two decades. He added, "Todd can strengthen companies not just by increasing their existing customer base, but he can also create entirely new business units that generate new-found revenues. With our recent investments and strategic partnership, Todd is perfectly suited to fully exploit our patented technologies in the marketplace." Visualant specializes in using spectral analysis for many corporate and consumer needs. Currently, the company is looking to use its technology in a number of smartphone-based applications. Mr. Sames concluded, "To work with a world-class team like Visualant is a dream scenario for someone with my background. There's talent and technology in Visualant that cannot be replicated elsewhere." About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on October 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $2.39 million for the year ended Sept. 30, 2011, compared with a net loss of $1.14 million during the previous year. The Company's balance sheet at June 30, 2012, showed $6.84 million in total assets, $7.03 million in total liabilities, $28,350 in noncontrolling iterest, and a $220,669 total stockholders' deficit. The Company anticipates that it will record losses from operations for the foreseeable future. As of June 30, 2012, the Company's accumulated deficit was $13.1 million. The Company has limited capital resources, and operations to date have been funded with the proceeds from private equity and debt financings. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The audit report prepared by the Company's independent registered public accounting firm relating to the Company's financial statements for the year ended Sept. 30, 2011, includes an explanatory paragraph expressing the substantial doubt about the Company's ability to continue as a going concern. The audit report prepared by the Company's independent registered public accounting firm relating to its financial statements for the year ended Sept. 30, 2011, includes an explanatory paragraph expressing the substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Securities Purchase Agreement dated June 17, 2011, with Ascendiant Capital Partners, LLC, will terminate if the Company's common stock is not listed on one of several specified trading markets (which include the OTCBB and Pink Sheets, among others), if the Company files protection from its creditors, or if a Registration Statement on Form S-1 or S-3 is not effective. If the price or the trading volume of the Company's common stock does not reach certain levels, the Company will be unable to draw down all or substantially all of its $3,000,000 equity line of credit with Ascendiant. The maximum draw down amount every 8 trading days under the Company's equity line of credit facility is the lesser of $100,000 or 20% of the total trading volume of the Company's common stock for the 10-trading-day period prior to the draw down multiplied by the volume-weighted average price of the Company's common stock for that period. If the Company stock price and trading volume decline from current levels, the Company will not be able to draw down all $3,000,000 available under the equity line of credit. "If we are not able to draw down all $3,000,000 available under the equity line of credit or if the Securities Purchase Agreement is terminated, we may need to restructure our operations, divest all or a portion of our business, or file for bankruptcy," the Company said in its quarterly report for the period ended June 30, 2012. VM ODELL'S: Grocery Chain Files for Chapter 11 Bankruptcy --------------------------------------------------------- Howard Pankratz at The Denver Post reports that VM Odell's LLC has filed for Chapter 11 bankruptcy protection in Denver, Colorado, and closed four of its stores, though its CEO said the stores will reopen soon. VM Odell's operates grocery chain that serves eight towns in eastern Colorado and another in Kansas. According to the report, Samuel J. Mancini, president and chief executive of Bella's Market, said the stores in Wiggins, Haxtun, Akron, and St. Francis, Kansas, were expected to reopen Sept. 26, 2012. He did not say what prompted the temporary closures. The report, citing court documents, relates VM Odell's LLC said it had between 100 and 199 creditors; estimated assets between $1 million and $ 10 million and estimated liabilities between $1 million and $10 million. The report relates Mr. Mancini said Bella's Market is financially viable but was forced to take the action because of "an overly aggressive creditor." "We are not behind on any debt payments," said Mr. Mancini. "Prior to the filing, we were current on all debt payments." VM ODELL'S: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: VM Odell's LLC dba North Park Super dba Bella's Market dba Odells Super dba Wray Super dba St. Francis Super dba Haxtun Super dba Bennett Super dba Wiggins Supers dba Walden Supers 400 S Colorado Blvd Ste 820 Denver, CO 80246-1240 Bankruptcy Case No.: 12-29791 Chapter 11 Petition Date: September 24, 2012 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: A. Bruce Campbell Debtor's Counsel: Brent R. Cohen, Esq. Chad S. Caby, Esq. ROTHGERBER JOHNSON & LYONS LLP One Tabor Center 1200 17th St., Suite 3000 Denver, CO 80202-5855 Tel: (303) 623-9000 Fax: (303) 623-9222 E-mail: bcohen@rothgerber.com ccaby@rothgerber.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Samuel J. Mancini, manager of Savoy Holdings Ltd. LLC. WISP RESORT: Bank's Objection Deadline Extended Anew ---------------------------------------------------- Bankruptcy Judge Wendelin I. Lipp signed off on a third stipulation and consent order extending through Sept. 21 the time for First United Bank and Trust to file its response to the Motion for Fourth Extension of Exclusive Periods to File Plan of Reorganization and Obtain Acceptances Thereto by 60 Days filed by D.C. Development, LLC, Recreational Industries, Inc., Wisp Resort Development, Inc., and The Clubs at Wisp, LLC. A copy of the Sept. 20 stipulation is available at http://is.gd/lEL0lrfrom Leagle.com. Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, in Baltimore, Maryland, represents First United Bank and Trust. The Debtors have filed a motion asking the U.S. Bankruptcy Court to extend the exclusive periods within which only they can file a plan through and including Nov. 9, 2012, and the period to secure acceptance of a plan through and including Dec. 9, 2012. About Wisp Resort et al. Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort Development, Inc., and The Clubs at Wisp, LLC, operate a ski resort and real estate development companies located in Garrett County, Maryland generally known as Wisp Resort. The Wisp Resort comprises approximately 2,200 acres of master planned and fully entitled land, 32 ski trails covering 132 acres of skiable terrain with 12 lifts and two highly-rated golf courses. Financial problems were caused by a guarantee given to Branch Banking & Trust Co. to secure a $29.6 million judgment the bank obtained on a real estate development within the property. Recreational Industries, D.C. Development, Wisp Resort Development and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 11-30548) on Oct. 15, 2011. D.C. Development disclosed $91,155,814 in assets and $46,141,245 in liabilities as of the Chapter 111 filing. The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel and tapped Invotex Group as financial restructuring consultant. SSG Capital Advisors, LLC, serves as exclusive investment banker to the Debtors. The Official Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel. WYNN RESORTS: Moody's Reviews 'Ba2' CFR/PDR for Upgrade ------------------------------------------------------- Moody's Investors Service placed Wynn Resorts, Limited's Ba2 Corporate Family and Probability of Default ratings on review for upgrade along with the Ba2 rating on the company's $1.32 billion 7.75% first mortgage notes due 2020 issued by Wynn Las Vegas, LLC, a wholly-owned subsidiary of Wynn. Ratings on review for upgrade: Corporate Family Rating -- Ba2 Probability of Default Rating -- Ba2 $1.32 billion 7.75% first mortgage notes due 2020 - Ba2 (LGD 4, 51%) Ratings Rationale The review for upgrade is based on Moody's expectation that Wynn has the ability to maintain its relatively high EBITDA/interest coverage of about 5.5 times, low consolidated net debt/EBITDA of about 2.5 times, and very good liquidity profile despite the company's development plans and likelihood of continued large shareholder distributions. "Wynn's investment in Asia continues to pay off handsomely and positions the company to capitalize on future high growth opportunities around the globe," stated Keith Foley, a Senior Vice President at Moody's. "Given Moody's favorable outlook for the Macau gaming markets, we expect Wynn can generate the free cash flow and maintain the financial resources needed to simultaneously invest in large, high-growth global development opportunities and reward equity shareholders in a manner consistent with a higher rating," added Foley. Moody's decision to place Wynn on review for upgrade also takes into account several other credit concerns, that would not necessarily prevent Wynn from achieving a higher rating. These concerns include: (1) the company's new $2.3 billion credit facility at Wynn Resorts Macau S.A., proceeds of which will be used to help fund a significant casino resort development on the Cotai Strip in Macau; (2) the recent termination of Wynn Las Vegas, LLC's credit facility and the transfer of $700 million to Wynn Resorts Limited from Wynn Las Vegas, LLC; and (3) the possibility of further litigation related to the repurchase of 20% of its outstanding common shares from a former shareholder. Moody's review will focus primarily on Wynn's ability and willingness to maintain net debt/EBITDA below 3.0 times and adhere to a long-term financial policy that is consistent with a higher rating. While each one of Wynn's financing subsidiaries will be evaluated and considered separately, Wynn's ratings will continue to reflect a consolidated rating approach, whereby Moody's views all of the operations of Wynn as a single enterprise for analytic purposes, regardless of whether or not financing's for some subsidiaries are done on a stand-alone basis. The principal methodology used in rating Wynn Resorts Limited was the Global Gaming Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Wynn Resorts Limited owns and operates casino hotel resort properties in Las Vegas, Nevada and Macau, China. In Las Vegas, the company owns Wynn Las Vegas, which opened on April 28, 2005 and was expanded with the opening of Encore at Wynn Las Vegas on December 22, 2008. In Macau, the company owns Wynn Macau, which opened on September 6, 2006 and was expanded with the opening of Encore at Wynn Macau on April 21, 2010. Wynn generates consolidated net revenue of about $5.2 billion. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Vaca Valley Auto Body, Inc. Bankr. E.D. Calif. Case No. 12-36737 Chapter 11 Petition filed September 16, 2012 See http://bankrupt.com/misc/caeb12-36737.pdf represented by: Thomas B. Sheridan, Esq. ABS Law Group, PLC E-mail: tsheridan@abslawgroup.com In re Rita Sokolow Bankr. D. Maine Case No. 12-21145 Chapter 11 Petition filed September 16, 2012 In re Georgia II, LLC Bankr. C.D. Calif. Case No. 12-41547 Chapter 11 Petition filed September 17, 2012 See http://bankrupt.com/misc/cacb12-41547.pdf represented by: Robert S. Altagen, Esq. Law Offices of Robert S Altagen E-mail: rsaink@earthlink.net In re Luis Oliveira Bankr. E.D. Calif. Case No. 12-17910 Chapter 11 Petition filed September 17, 2012 In re Anh Dinh Bankr. N.D. Calif. Case No. 12-56818 Chapter 11 Petition filed September 17, 2012 In re Price Realty,LLC Bankr. D. Conn. Case No. 12-22261 Chapter 11 Petition filed September 17, 2012 See http://bankrupt.com/misc/ctb12-22261.pdf represented by: Peter L. Ressler, Esq. Groob Ressler & Mulqueen E-mail: ressmul@yahoo.com In re Barry Lehman Bankr. S.D. Fla. Case No. 12-32139 Chapter 11 Petition filed September 17, 2012 In re Ashby Electric Co., Inc. Bankr. W.D. Ky. Case No. 12-41131 Chapter 11 Petition filed September 17, 2012 See http://bankrupt.com/misc/kywb12-41131.pdf represented by: Russ Wilkey, Esq. Wilkey & Wilson, P.S.C. E-mail: dcwilkey@wilkeylaw.com In re Wrights T.V. And Appliance, Inc. Bankr. D. Mass. Case No. 12-17544 Chapter 11 Petition filed September 17, 2012 See http://bankrupt.com/misc/mab12-17544.pdf represented by: Thomas Rugo, Esq. E-mail: tomrugo@comcast.net In re Steven Hahn Bankr. D. Nev. Case No. 12-20625 Chapter 11 Petition filed September 17, 2012 In re Peter Lontai Bankr. D.N.J. Case No. 12-32734 Chapter 11 Petition filed September 17, 2012 In re La Nueva Perlita Restaurant Corp. Bankr. E.D.N.Y. Case No. 12-46658 Chapter 11 Petition filed September 17, 2012 Filed pro se In re Original Madrigale Meats, Inc. Bankr. E.D. Pa. Case No. 12-18761 Chapter 11 Petition filed September 17, 2012 See http://bankrupt.com/misc/paeb12-18761.pdf represented by: Michael P. Gigliotti, Esq. Kashkashian & Associates E-mail: mikegigs@gmail.com In re Ronnie Jordan Bankr. S.D. Ala. Case No. 12-03232 Chapter 11 Petition filed September 18, 2012 In re GBE of Tucson, LLC Bankr. D. Ariz. Case No. 12-20656 Chapter 11 Petition filed September 18, 2012 See http://bankrupt.com/misc/azb12-20656.pdf represented by: Benjamin Joseph Wright, Esq. WRIGHT LAW OFFICES E-mail: bwright@wloaz.com In re Guillermo Perez-Vargas Bankr. D. Ariz. Case No. 12-20707 Chapter 11 Petition filed September 18, 2012 In re John Dorris Bankr. D. Ariz. Case No. 12-20712 Chapter 11 Petition filed September 18, 2012 In re David Bond Bankr. C.D. Calif. Case No. 12-31458 Chapter 11 Petition filed September 18, 2012 In re William Koett Bankr. E.D. Calif. Case No. 12-36857 Chapter 11 Petition filed September 18, 2012 In re Richard Dudgeon, Inc. Bankr. D. Conn. Case No. 12-51707 Chapter 11 Petition filed September 18, 2012 Filed as Pro Se In re Animal Medical Diagnostic Center, P.A. fdba Animal Medical Referral Center, Inc. James Antunano Management Corporation Bankr. M.D. Fla. Case No. 12-bk-14201 Chapter 11 Petition filed September 18, 2012 See http://bankrupt.com/misc/flmb12-14201p.pdf See http://bankrupt.com/misc/flmb12-14201c.pdf represented by: Christopher C. Todd, Esq. MCINTYRE, PANZARELLA, THANASIDES, ET AL E-mail: chris@mcintyrefirm.com In re Diana's Day, Inc. Bankr. S.D. Fla. Case No. 12-32287 Chapter 11 Petition filed September 18, 2012 See http://bankrupt.com/misc/flsb12-32287.pdf represented by: David C. Rubin, Esq. DAVID C. RUBIN, P.A. E-mail: david3051@aol.com In re Anthony Mijares Bankr. S.D. Fla. Case No. 12-32302 Chapter 11 Petition filed September 18, 2012 In re Jeffrey Wingate Bankr. C.D. Ill. Case No. 12-72077 Chapter 11 Petition filed September 18, 2012 In re Tony Massenburg Bankr. D. Md. Case No. 12-27073 Chapter 11 Petition filed September 18, 2012 In re G&D Investment Properties, LLC Bankr. E.D. Mich. Case No. 12-61081 Chapter 11 Petition filed September 18, 2012 See http://bankrupt.com/misc/mieb12-61081.pdf represented by: Michael I. Zousmer, Esq. NATHAN, NEUMAN, NATHAN & ZOUSMER, P.C. E-mail: mzousmer@nathanzousmer.com In re K & K Supply Inc. Bankr. W.D. Mich. Case No. 12-08369 Chapter 11 Petition filed September 18, 2012 See http://bankrupt.com/misc/miwb12-08369.pdf represented by: Scott A. Chernich, Esq. FOSTER, SWIFT, COLLINS & SMITH, P.C. E-mail: Jphillips@fosterswift.com In re James Seebach Bankr. D. Ariz. Case No. 12-20855 Chapter 11 Petition filed September 19, 2012 In re Chris Kim Bankr. C.D. Calif. Case No. 12-41829 Chapter 11 Petition filed September 19, 2012 In re Esperanza Acosta Bankr. C.D. Calif. Case No. 12-18351 Chapter 11 Petition filed September 19, 2012 In re D & J Roofing, Inc. Bankr. E.D. Calif. Case No. 12-36875 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/caeb12-36875.pdf represented by: Julia P. Gibbs, Esq. Law Offices of Julia P. Gibbs E-mail: judy@gibbslegal.com In re Zackery Wheeler Bankr. N.D. Calif. Case No. 12-47743 Chapter 11 Petition filed September 19, 2012 In re P & T 22, Inc. dba Golden Greek Restaurant Bankr. D. Conn. Case No. 12-22284 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/ctb12-22284.pdf represented by: Sean F. Monahan, Esq. Sean F. Monahan LLC E-mail: sfm@lawyermonahan.com In re American Motors Corporation Bankr. N.D. Ill. Case No. 12-37198 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/ilnb12-37198.pdf Filed pro se In re Gilles Schwinn Cyclery Inc. Bankr. S.D. Ind. Case No. 12-71417 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/insb12-71417.pdf represented by: Maurice E. Doll, Esq. Morrie Doll & Associates LLC E-mail: morriedoll@hotmail.com In re Scott Boman Bankr. D. Kans. Case No. 12-12620 Chapter 11 Petition filed September 19, 2012 In re Terry's Electric Company, Inc. Bankr. D. Md. Case No. 12-27159 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/mdb12-27159.pdf represented by: Stephen A. Glessner, Esq. Law Offices of Stephen A. Glessner E-mail: glessnerlaw@comcast.net In re Colin Keefe Bankr. D. Mass. Case No. 12-31422 Chapter 11 Petition filed September 19, 2012 In re Louis Aldini Bankr. D. Nev. Case No. 12-20682 Chapter 11 Petition filed September 19, 2012 In re 1018 Keyes Realty, LLC Bankr. N.D.N.Y. Case No. 12-12431 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/nynb12-12431p.pdf See http://bankrupt.com/misc/nynb12-12431c.pdf represented by: Jeffrey L. Zimring, Esq. Law Office of Jeffrey L. Zimring E-mail: jeff@zimringlaw.com In re Thomas Tucker Bankr. E.D.N.C. Case No. 12-06715 Chapter 11 Petition filed September 19, 2012 In re Forest Management Associates, Inc. Bankr. E.D. Pa. Case No. 12-18871 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/paeb12-18871.pdf represented by: John D. McLaughlin, Jr., Esq. Ciardi Ciardi & Astin E-mail: jmclaughlin@ciardilaw.com In re Gladruth Realty, LLC Bankr. E.D. Pa. Case No. 12-18876 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/paeb12-18876.pdf represented by: Brian Joseph Smith, Esq. Brian J. Smith & Associates PC E-mail: bsmith@lawbjs.com In re Kenneth Fleck Bankr. E.D. Pa. Case No. 12-18877 Chapter 11 Petition filed September 19, 2012 In re Seeds, Inc. Bankr. E.D. Pa. Case No. 12-18860 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/paeb12-18860.pdf represented by: Timothy Zearfoss, Esq. Law Offices of Timothy Zearfoss E-mail: tzearfoss@aol.com In re Sylvia Fleck Bankr. E.D. Pa. Case No. 12-18879 Chapter 11 Petition filed September 19, 2012 In re York Construction, LLC Bankr. M.D. Pa. Case No. 12-05521 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/pamb12-05521.pdf represented by: Craig A. Diehl, Esq. Law Offices of Craig A. Diehl E-mail: cdiehl@cadiehllaw.com In re Ralph Massenburg, III Bankr. D.S.C. Case No. 12-05836 Chapter 11 Petition filed September 19, 2012 In re Jeff Cain Bankr. E.D. Va. Case No. 12-15664 Chapter 11 Petition filed September 19, 2012 In re John Zehm Bankr. W.D. Wis. Case No. 12-15214 Chapter 11 Petition filed September 19, 2012 In re McKenzie Cranberry, Inc. Bankr. W.D. Wis. Case No. 12-15217 Chapter 11 Petition filed September 19, 2012 See http://bankrupt.com/misc/wiwb12-15217.pdf represented by: Mart W. Swenson, Esq. Laman & Swenson Law Offices E-mail: marts@lamanswensonlaw.com In re Blake Yoon Bankr. C.D. Calif. Case No. 12-41990 Chapter 11 Petition filed September 20, 2012 In re La Bonita, Inc., a California corporation Bankr. E.D. Calif. Case No. 12-18004 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/caeb12-18004.pdf represented by: D. Max Gardner, Esq. THE LAW OFFICES OF YOUNG WOOLDRIDGE, LLP E-mail: dmgardner@youngwooldridge.com In re Joseph Williams Bankr. N.D. Calif. Case No. 12-47762 Chapter 11 Petition filed September 20, 2012 In re Joseph Pinsonneault Bankr. S.D. Calif. Case No. 12-12808 Chapter 11 Petition filed September 20, 2012 In re Jaime Jurado Bankr. M.D. Fla. Case No. 12-14338 Chapter 11 Petition filed September 20, 2012 In re Mayra Villar Bankr. S.D. Fla. Case No. 12-32394 Chapter 11 Petition filed September 20, 2012 In re Redan Hairston Pediatrics and Adult Medicine, LLC Bankr. N.D. Ga. Case No. 12-73490 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/ganb12-73490.pdf represented by: Gregory D. Coleman, Esq. BURROUGHS JOHNSON HOPEWELL COLEMAN, LLC E-mail: gregorycoleman@bjhlawyers.com In re Jordan Investment Properties, LP Bankr. N.D. Ga. Case No. 12-73519 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/ganb12-73519.pdf represented by: Michael D. Robl, Esq. THE SPEARS & ROBL LAW FIRM, LLC E-mail: mdrobl@tsrlaw.com In re David Johnson Bankr. N.D. Ill. Case No. 12-37417 Chapter 11 Petition filed September 20, 2012 In re Heath Pyles Bankr. D. Nev. Case No. 12-20773 Chapter 11 Petition filed September 20, 2012 In re PAHRUMP 88, LLC Bankr. D. Nev. Case No. 12-20812 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/nvb12-20812.pdf represented by: Matthew Q. Callister, Esq. CALLISTER & ASSOCIATES E-mail: mqc@call-law.com In re Charlie Allen, Inc. Bankr. D. N.J. Case No. 12-33026 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/njb12-33026.pdf represented by: Barry W. Frost, Esq. TEICH GROH E-mail: bfrost@teichgroh.com In re Charlie Allen's Auto Body, Inc. Bankr. D. N.J. Case No. 12-33027 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/njb12-33027.pdf represented by: Barry W. Frost, Esq. TEICH GROH E-mail: bfrost@teichgroh.com In re Charlie Allens Collision, LLC Bankr. D. N.J. Case No. 12-33028 Chapter 11 Petition filed September 20, 2012 In re Springhill Construction Company Limited Bankr. E.D.N.Y. Case No. 12-46722 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/nyeb12-46722.pdf Filed as Pro Se In re Goodness and Mercy, Inc. dba Northeast Christian Bookstore Bankr. E.D.N.Y. Case No. 12-75687 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/nyeb12-75687.pdf represented by: Ronald D. Weiss, Esq. RONALD D. WEISS, P.C. E-mail: weiss@ny-bankruptcy.com In re Statham Enterprises, Inc. Bankr. E.D. Tenn. Case No. 12-33778 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/tneb12-33778p.pdf See http://bankrupt.com/misc/tneb12-33778c.pdf represented by: Keith L. Edmiston, Esq. GRIBBLE CARPENTER & ASSOCIATES, PLLC E-mail: kle@gribblecarpenter.com In re Robert Hoff Bankr. M.D. Tenn. Case No. 12-08633 Chapter 11 Petition filed September 20, 2012 In re Pinon & Associates Financial Corporation Bankr. W.D. Tex. Case No. 12-31794 Chapter 11 Petition filed September 20, 2012 See http://bankrupt.com/misc/txwb12-31794.pdf represented by: Sidney J. Diamond, Esq. DIAMOND LAW E-mail: usbc@sidneydiamond.com In re Diane King Bankr. E.D. Va. Case No. 12-74030 Chapter 11 Petition filed September 20, 2012 In re Wendt Land Trust u/t/d 09/20/12 Bankr. C.D. Calif. Case No. 12-21110 Chapter 11 Petition filed September 21, 2012 See http://bankrupt.com/misc/cacb12-21110.pdf represented by: Timothy P. Peabody, Esq. Law Office of Timothy P Peabody E-mail: peabodylaw@aol.com In re Silicon Valley Innovation Company, LLC aka SVIC aka Silicon Valley Innovation Capital, LLC aka Silicon Valley Internet Capital, LLC fka Silicon Valley Internet Capital, Inc. Bankr. D. Del. Case No. 12-12652 Chapter 11 Petition filed September 21, 2012 See http://bankrupt.com/misc/deb12-12652.pdf represented by: Stephen Benda, Esq. Law Offices of Stephen Benda E-mail: stephen@bendalaw.com In re John Jocelyn Bankr. M.D. Fla. Case No. 12-06197 Chapter 11 Petition filed September 21, 2012 In re Orlando Duque Bankr. S.D. Fla. Case No. 12-32596 Chapter 11 Petition filed September 21, 2012 In re Sonia Castellon Bankr. S.D. Fla. Case No. 12-32622 Chapter 11 Petition filed September 21, 2012 In re James Von Kreuter Bankr. N.D. Ill. Case No. 12-37499 Chapter 11 Petition filed September 21, 2012 In re Daniel Johnson Bankr. N.D. Ill. Case No. 12-83578 Chapter 11 Petition filed September 21, 2012 In re KRH, Inc. Bankr. D. Minn. Case No. 12-35406 Chapter 11 Petition filed September 21, 2012 See http://bankrupt.com/misc/mnb12-35406.pdf represented by: Joseph W. Dicker, Esq. Joseph W. Dicker PA E-mail: joe@joedickerlaw.com In re Ronald Hofmann and Katherine Hofmann Bankr. D. Minn. Case No. 12-35407 Chapter 11 Petition filed September 21, 2012 See http://bankrupt.com/misc/mnb12-35407.pdf Represented by William A. Vincent, Esq. William A. Vincent, PA E-mail: wavpatax@aol.com In re Alfredo Zaragoza-Patricio Bankr. D. Nev. Case No. 12-20818 Chapter 11 Petition filed September 21, 2012 In re 221 Middle Road Management, LLC Bankr. D.N.J. Case No. 12-33189 Chapter 11 Petition filed September 21, 2012 See http://bankrupt.com/misc/njb12-33189.pdf represented by: David M. Meth, Esq. Office of David M. Meth, Esq. E-mail: david@methnjlaw.com In re Earl Prickett Bankr. D.N.J. Case No. 12-33164 Chapter 11 Petition filed September 21, 2012 In re 624 East 222nd Street, LLC Bankr. S.D.N.Y. Case No. 12-13992 Chapter 11 Petition filed September 21, 2012 See http://bankrupt.com/misc/nysb12-13992.pdf represented by: Neil R. Flaum, Esq. Flaum & Associates, P.C. E-mail: flaumandassociatespc@gmail.com In re Analytical Industrial Research Laboratories, Inc. Bankr. E.D. Tenn. Case No. 12-14884 Chapter 11 Petition filed September 21, 2012 See http://bankrupt.com/misc/tneb12-14884p.pdf See http://bankrupt.com/misc/tneb12-14884c.pdf represented by: W. Lloyd Stanley, Jr., Esq. Law Offices of Lloyd Stanley E-mail: sradauscher@lstanleylaw.com In re Cary Schulman Bankr. E.D. Tex. Case No. 12-42580 Chapter 11 Petition filed September 21, 2012 In re Tennessee Classic Coal Co., Inc. Bankr. E.D. Tenn. Case No. 12-14881 Chapter 11 Petition filed September 21, 2012 See http://bankrupt.com/misc/tneb12-14881.pdf represented by: W. Thomas Bible, Esq. Law Office of W. Thomas Bible, Jr. E-mail: melinda@tombiblelaw.com In re The Lead Business Connection, Inc. Bankr. E.D. Tex. Case No. 12-42585 Chapter 11 Petition filed September 21, 2012 See http://bankrupt.com/misc/txeb12-42585.pdf represented by: Donald L. Johnston, Esq. Law Office of Donald Johnston E-mail: djohnston50@verizon.net In re Carlos Jorge Bankr. D. Ariz. Case No. 12-21047 Chapter 11 Petition filed September 22, 2012 In re Avala Properties, LLC Bankr. S.D. Fla. Case No. 12-32655 Chapter 11 Petition filed September 23, 2012 See http://bankrupt.com/misc/flsb12-32655.pdf represented by: Daniel G. Gass, Esq. Daniel G. Gass, P.A. E-mail: dannycpalaw@bellsouth.net In re Loren Zidell Bankr. C.D. Calif. Case No. 12-42503 Chapter 11 Petition filed September 25, 2012 In re Wahab Al-Bermany Bankr. C.D. Calif. Case No. 12-21244 Chapter 11 Petition filed September 25, 2012 In re G & J, Inc. Bankr. M.D. Fla. Case No. 12-14540 Chapter 11 Petition filed September 25, 2012 See http://bankrupt.com/misc/flmb12-14540.pdf represented by: Curran K. Porto, Esq. Curran K. Porto, PA E-mail: curran@portolegalcenter.com In re Michael Rivers Bankr. M.D. Fla. Case No. 12-13065 Chapter 11 Petition filed September 25, 2012 In re Flaure Dubois Bankr. S.D. Fla. Case No. 12-32885 Chapter 11 Petition filed September 25, 2012 In re Liberty Properties of Newburgh, L.C. Bankr. S.D. Fla. Case No. 12-32882 Chapter 11 Petition filed September 25, 2012 See http://bankrupt.com/misc/flsb12-32882.pdf represented by: Steven S. Newburgh, Esq. McLaughlin & Stern, LLP E-mail: ssn@newburghlaw.net In re Charles Shafer Bankr. S.D. Miss. Case No. 12-51985 Chapter 11 Petition filed September 25, 2012 In re MSPUR, Inc. Bankr. E.D. Mo. Case No. 12-49326 Chapter 11 Petition filed September 25, 2012 See http://bankrupt.com/misc/moeb12-49326.pdf represented by: Elbert A. Walton, Jr., Esq. Metro Law Firm, LLC E-mail: metrolawfirm@elbertwaltonlaw.com In re 33 Orange Street, LLC Bankr. D.N.H. Case No. 12-12959 Chapter 11 Petition filed September 25, 2012 See http://bankrupt.com/misc/nhb12-12959.pdf represented by: Robert L. O'Brien, Esq. O'Brien Law E-mail: roboecf@gmail.com In re 255 Long Beach Corp. Bankr. E.D.N.Y. Case No. 12-75802 Chapter 11 Petition filed September 25, 2012 See http://bankrupt.com/misc/nyeb12-75802.pdf Filed pro se In re Robert Driscoll Bankr. E.D.N.C. Case No. 12-06839 Chapter 11 Petition filed September 25, 2012 In re Elijah Smith III Bankr. W.D. Tenn. Case No. 12-30245 Chapter 11 Petition filed September 25, 2012 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2012. All rights reserved. ISSN: 1520-9474. 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